Spider-Man: Redemption
by srg118
Summary: The Superior Spider-Man is missing. A darkness has been affecting New York. But with the help of Dr. Strange, Madame Web and a new ally, Peter Parker is going to get another chance at life to set things right and nothing, no one, will be left unchanged once Peter reclaims his rightful role as The Amazing Spider-Man.
1. Chapter 1 - Searches

For a few moments, there is only darkness.

An image starts to appear, faded at first.

The image comes into focus, revealing a TV screen. A blonde, attractive NEWS REPORTER in a business suit sits at her desk.

REPORTER: "Good evening and thanks for watching Channel 8 News."

The reporter looks ahead, right at the camera. To her left is a still photograph of Peter Parker. The word MISSING is under his picture in bold red letters.

REPORTER: "It has been five weeks since the disappearance of Peter Parker, a former worker of Horizon Labs who is better known as the creator of the web-shooters of the masked vigilante, Spider-Man. For the first time in over a month, a new clue has been uncovered by the authorities about what could have happened to Mr. Parker."

Though the reporter looks ahead, the photo has changed to one of a bloodied, shredded T-shirt.

REPORTER: "Policemen on the scene originally arrived to pull the body of a John Doe who had committed suicide by jumping from the Brooklyn Bridge. This T-shirt was found floating in the East River a short distance from his body, according to the police."

The reporter looks ahead, continuing her report, as the photo disappears.

REPORTER: "Mr. Parker was not in the water when the police pulled the unidentified man's body onto their ship. Police are still searching for Mr. Parker at this time -"

The same view of the reporter is seen, but now the word MUTE is on the screen in green letters.

VOICE #1: "When was this shirt found?"

VOICE #2: "About half an hour ago, sir."

Two men with trench coats walk in the shadows down a large construction room of the SHIELD Helicarrier. The TV of the reporter is seen in the background as they walk to the door.

VOICE #1: "Do we have any new information about where he is?"

VOICE #2: "No, sir. We're still looking the area, but we're coming up empty. We can't find Parker anywhere."

Walking out of the now-open doorway and into the large hallway, into the light, is Director Nick Fury Jr., with the second man following behind him and still in the shadows.

VOICE #1 (FURY): "OCTAVIUS. The man we're looking for is Otto Octavius in the body of Peter Parker. The REAL Peter Parker is dead and buried in the wrong body."

Fury walks down the hall, with the second man - Agent Phil Coulson - following after him.

FURY (cont'd): "Now that we've got that settled, we need to find him."

VOICE #2 (COULSON): "We're doing a sweep of the area. Captain Rogers is already searching Manhattan with Agent Romanoff. The Fantastic Four are searching Brooklyn for any traces of Octavius."

Coulson has caught up and the two walk side-by-side.

FURY: "Who else knows about this?"

COULSON: "Just Miss Watson. She's at the Bugle at the moment, asking if Mr. Robertson has any leads on the story."

FURY: "No one else can know. The less people who know, the better."

They stand at the far end of the hallway and the doorway to the next room slides open.

FURY: "All right, people..."

Fury Jr. leads Coulson into the next, enormous room - a monitor room. There must be at least two hundred SHIELD agents seated at their stations, looking footage of street corners or computer data on the screen of their stations. There are equally as many monitors on the wall and each shows camera footage of different parts of New York on it, from Times Square and Horizon Labs to the Daily Bugle.

FURY (cont'd): "... do whatever it takes, but we have to find SPIDER-MAN."

* * *

Meanwhile, a large warehouse is in the middle of nowhere, surrounded by a metal gate.

* * *

Inside the warehouse, in the lower level's hallway, the JACKAL walks down the hall. He has his hands behind his back and he's wearing a headset. Jackal has a devilish smile on his face that goes from ear to ear.

JACKAL (narrates): "My, my... Where HAVE you gone to, Mr. Parker?"

Jackal continues ahead down the hallway, past a broom closet.

JACKAL (narrates): "Everyone wants to know where you've gone, what's happened to you."

Jackal continues on, passing by the elevator that leads to the upper levels.

JACKAL (narrates): "I must confess, I'm pretty curious myself. I'd VERY MUCH like to know what's become of you. I had so hoped to catch up with you again. I had come up with a perfect NEW PLAN made, just for YOU."

The Jackal stops at the fourth door on the left. That door is a large metal door that is locked shut, which leads to an enormous, hi-tech prison cell. A lone bulletproof window is the only way to look into the next room.

JACKAL: "Ah, well. I'll put it on hold until you return, as I'm sure you WILL turn up soon enough. And if YOU DON'T..."

Jackal looks into the window at whoever, or whatever, is inside the jail cell. He smiles.

JACKAL (thinking): "...well, at least I still have YOU to keep me company, don't I?"

* * *

At the same time, at a cemetery, a man in a trench-coat over his clothes and fedora pushes the gates open. His face is in the shadows.

The man walks through the gates, down the sidewalk.

The man walks by, past the tombstones and a mausoleum.

The man stops at the tombstones of two graves, looking down at them.

Upon closer look, the first tombstone reads R.I.P. MAGUIRE BECK. The second tombstone reads R.I.P. DANIEL BERKHART.

The man standing in front of the graves tips his fedora up, showing his face. The man is Quentin Beck. Though previously bald, his black hair has now grown back.

BECK: "It's been too long since I was here."

Beck looks at the graves, a little sad.

BECK: "Not that I have to tell either of you that. I've been pretty busy the past few months. For a while there, I didn't think I'd ever find my way back to MY WORLD after I was left incarcerated in that alternate Nick Fury's little prison."

Beck forces a smirk, but he can't hide the sadness in his eyes.

BECK: "No matter which reality I'm in, you'd think both sides would know by now that no prison, no matter how advanced or high-tech, can hold ME for long."

Beck looks at the graves, his hands in his coat's pockets.

BECK: "It doesn't matter, though. I let my ego, my vanity, get the better of me. If I hadn't peeked to see how Parker was fairing trapped in the other world, I wouldn't have been caught."

Beck keeps his eyes on the two graves, looking remorseful.

BECK: "But I still intend to keep my promise. I owe you both so much."

He looks at Maguire's grave.

BECK: "You, dear cousin. You only wanted revenge on those you felt had wronged me, who made me feel like a loser. I barely spent as much time as I'd wanted with you when I 'returned from the grave.' I never meant to ignore you..."

Beck turns his head and he looks at Daniel's grave.

BECK (cont'd): "... Or YOU, old friend. You were a WORTHY enough successor to my identity, coming up with clever illusions and your mind games with your virtual reality tech. And what did I do to repay you when I returned? I demoted you to a henchmen along with that stooge Klum."

Beck looks at the graves, a look of regret on his face. He takes his hands out of his pockets.

BECK: "You deserved better from me. Had I known what that new JACK O'LANTERN would do..."

Beck looks down, falling silent. His eyes are shut.

Beck keeps his head down. Tears roll down from his eyes.

BECK: "I'm sorry. I failed you both."

A thick layer of gray smoke starts to spread on the floor, around Beck and covering his feet.

BECK: "But I'll make it up to you. I promise you that."

The thick layer of smoke starts to rise up, reaching Beck's knees, slowly engulfing him. His head is still down, but his eyes are now open.

BECK: "I will be back..."

Beck vanishes, lost in the smoke.

BECK (cont'd): "... but not until I finish the job."

* * *

Back in the Helicarrier's monitor room, Fury and Coulson look over the monitors. Coulson taps his headset's button to talk.

COULSON: "Anything new to report?"

* * *

In Manhattan, Captain America is flying the Quinjet over the city. Black Widow sits at a computer next to him, looking over the data on her screen.

CAP: "Nothing yet, Coulson. We're conducting a sweep of the area and we don't have any scans on Parker's DNA in the area. We've got Murdock over with Banner in Hell's Kitchen doing their own sweep. If they find anything, they'll let us know."

* * *

Back in the monitor room, Coulson keeps his fingers tapped on his headset's button.

COULSON: "Understood, Captain. Mr. Grimm, report."

* * *

In Brooklyn, the Fantasticar is parked by the bottom of the Brooklyn Bridge. Human Torch flies up to the Bridge, while Mr. Fantastic is in the Fantasticar, typing on a scanner no bigger than an IPhone. Thing stands on the ground, several feet in front of the Fantasticar, and he taps the button of his headset.

THING: "Nothin' new on our end, Coulson. Big Brain's doing his best, but so far, there aren't any traces of Parker's DNA anywhere. He DID find some kind of chemical traces that were still left on the bloody shirt, but he hasn't made a match yet."

* * *

In the monitor room, Coulson looks at the footage on the monitors.

COULSON: "I'm sure he'll identify them soon enough. When he's got the results finished, let us know."

THING: (on headset) "You betcha. If ya need anything else, just ask."

Nick Fury Jr. looks over the screens of the city. Monitor 1 shows Times Square, monitor 2 shows Midtown, monitor 3 shows Central Park, etc. Fury looks at the monitors.

FURY: "All these cameras and nothing to show for-"

Fury turns his head, looks at the screen of monitor 4. It has gone completely white. Fury looks grim.

FURY: "Wait. What's wrong with monitor four?"

Coulson walks around and he joins Fury. He taps his headset.

COULSON: "We'll check it out. Lewis, what's wrong with the camera at your station?"

* * *

A tall, lean-muscled SHIELD Agent with spiky black hair - DAN LEWIS - walks down a sidewalk in Midtown, clad in civilian clothes. He is walking to the camera that hangs next to a traffic light.

LEWIS: "Nothing, sir. The camera's working fine."

* * *

Back in the monitor room, Fury looks upset at the monitor. Coulson keeps his fingers tapped on his headset's talk button.

COULSON: "We don't have a visual on your location. Is there anything in front of the lens?"

* * *

Lewis stands on the sidewalk. He looks at a van parked nearby.

LEWIS: "No, sir. Guys, what do you see?"

* * *

Two SHIELD Agents in uniform are in the back of the van, watching their monitors.

AGENT #1: "We just see you and the road, man."

* * *

Fury and Coulson look at Monitor 4. Fury looks upset.

FURY: "Someone clearly doesn't want us to see the road. What I want to know is, who? And why?"

* * *

Back at the sidewalk in Midtown, Lewis looks ahead. A dim white light is shining in the distance ahead of him.

LEWIS: "Wait. That light..."

* * *

In the monitor room, Coulson looks puzzled by what he's heard.

COULSON: "What light? Agent Lewis, what happened?"

TSSSSSH! There is static from the headset.

COULSON: "Lewis?"

* * *

Back in Midtown, Lewis lies on the sidewalk, unconscious. He's alone. There's no light to be found anywhere.

COULSON (on headset): "Lewis!"

* * *

Inside the van, the Agents sit unconscious on their chairs, with no visible injuries. Their screens have gone to white.

COULSON (on headset): "Agents? Report!"

* * *

Back in the monitor room, Fury taps his headset as he walks to the western entry doors.

FURY: "I need any agents in the Midtown area to get over to Lewis' location, NOW!"

The door slides open and Fury is about to walk out.

COULSON: "Director Fury, wait!"

Fury turns and he looks at Coulson. Coulson looks at the monitors firmly.

COULSON: "We've got something, sir. Monitor nine."

A man in a hat and dirt-stained trench coat walks into a cemetery, different from the one Beck was at previously. Fury walks over, stands next to Coulson.

FURY: "Who the hell is that?"

The man looks up, right at the camera. His face is too distant to be seen clearly. He smiles, as if looking right at the SHIELD agents.

The screen of monitor nine goes to static.

Fury and Coulson look ahead at the screen. Fury is upset.

FURY: "What's going on?"

* * *

Elsewhere, we can see the shadow of a man and a woman in an office of the Daily Bugle building.

VOICE: "What's the latest news?"

* * *

Inside the Bugle office, Mary Jane Watson stands at the desk of Joe "Robbie" Robertson. It was Mary Jane who asked the previous question. M.J. is clad in a shirt, jeans, socks and sneakers, while Robbie is wearing a business suit with a neck tie.

ROBBIE: "Nothing yet. The police found that bloody shirt in the river, but there was no trace of Peter anywhere."

MARY JANE: "He must be somewhere close though, right? They'll find him. They've got to."

Robbie looks at a folder on his desk, which has a handful of photographs inside.

ROBBIE: "There have been a lot of disappearances in the city all lumped together. All of them are people we know. Peter, Spider-Man, Phil Urich, Betty Brant, Norman Osborn..."

Mary Jane closes her eyes, looking worried.

* * *

She has a flashback, being inside a large OsCorp warehouse. The room is starting to catch fire. The Green Goblin is fighting with the Superior Spider-Man. Spidey has some blood stains on his costume from some unseen cuts, while there are some fresh cuts in his suit dripping with blood. Mary Jane is on the ground, watching with shock.

SPIDER-MAN: (shouts) "GET OUT OF HERE! I MADE A PROMISE TO KEEP YOU - ALL OF YOU - SAFE! GO!"

* * *

Back in the present, Mary Jane opens her eyes. She's nearly in tears.

ROBBIE: "Each vanished without a trace, but so far, Peter's the only one with any new developments."

Robbie turns to Mary Jane. He notices she's about to cry.

ROBBIE: "Mary Jane?"

She can't help it. Mary Jane lowers her head, looking at the ground, and she puts a hand to her mouth as tears roll down her cheeks.

Robbie walks over and he puts his hands on her shoulders.

Mary Jane has her arms around Robbie, crying on his shoulder. He has a hand on her back.

ROBBIE: "They'll find Peter. I'm sure of it."

* * *

In another brief flashback, Mary Jane watches as Spider-Man continues to fight with the Green Goblin. Goblin's hands are around his throat and Spider-Man is struggling to pull his hands off.

SPIDER-MAN: "MARY JANE, PLEASE! FOR _PETER'S_ SAKE! _GO!_"

* * *

Back in the Bugle office, Mary Jane shuts her eyes tight, shuddering.

MARY JANE: (thinking) "I'm sorry, Peter. Why didn't I know it wasn't you?"

* * *

A man wearing a jacket over his clothes walks out of the open doors of the airport. He has a lone bag held in his hands and he looks over to his left, his face not seen.

The man walks over and he holds his hand up to hail an approaching cab.

MAN: "Taxi!"

A cab has parked by the sidewalk. The man walks over, seen from behind, and he opens the back door of the cab.

The man gets in the taxi cab and shuts the door behind him. The driver looks back at his passenger.

TAXI DRIVER: "Where to?"

MAN: "Get me to the closest hotel."

The Taxi Driver drives off down the road, away from the airport.

TAXI DRIVER: "You packed rather light. You staying in town long?"

MAN: "As long as it takes..."

The man leans back against the cab seat, showing his face for the first time. It's Kaine Parker, and he looks upset.

MAN/KAINE: "... I have someone to find."

* * *

Elsewhere, there is a large warehouse that stands outside the city.

* * *

Inside the warehouse, in the basement's construction room, Jack O'Lantern stands by a large table. Several devices occupy the table, from tasers and grenades to spare gloves.

JACK O'LANTERN: (thinking) "There. I've got my new upgraded weaponry, my new hideout, a nice fat bonus on the way..."

Jack O'Lantern turns to look at the second table, where a few computers and laptops are set on it. A printer is hooked up to one laptop and a newly-printed paper appears from the printer.

JACK O'LANTERN (cont'd): (thinking) "And thanks to my latest agreements with the Kingpin, I've got a nice list of new targets to track down."

Jack O'Lantern looks up as -

VOICE: "And here I thought you'd be more difficult to find."

Jack O'Lantern turns around. He sees that it's Mysterio who asked the question. Mysterio is standing nearby, in his classic green outfit with the purple cape and trademark "fishbowl" helmet, with his arms folded over his chest. A thick layer of fog that's up to Mysterio's ankles starts to spread on the floor.

JACK O'LANTERN: "Oh, sorry. For a minute there, I thought there was someone of any credible THREAT in here."

MYSTERIO: "I am MORE than capable of taking you down."

Jack O'Lantern looks at Mysterio.

JACK O'LANTERN: "Is that a fact? Excuse me if I'm not exactly quaking at the sight of a gumball dispenser with legs. You got guts coming to face me alone, I'll give you that."

Mysterio has his hands on his hips.

MYSTERIO: "Alone?"

Three tranquilizer darts are fired from behind and they stab into Jack O'Lantern's left shoulder blade.

JACK O'LANTERN: "Wh-? Uhh!"

Jack O'Lantern falls to the ground, paralyzed.

* * *

In Manhattan, a lone light is switched on in an apartment building.

* * *

Inside her Manhattan apartment, May Parker sits in the living room, by the telephone. She's clad in a robe over her clothes. She frowns, worried sick.

J. Jonah Jameson Sr. enters the room, in his pajamas, and he notices May.

Jameson gets to the chair and he kneels by May.

JAMESON SR.: "You should be in bed."

MAY: "I can't sleep. I can't sleep knowing he's still out there."

Jameson holds May's hand and he gives her a sad smile.

JAMESON SR.: "I know you're worried sick about Peter, May. But you've got to have faith. The police will find him. You have to get some rest."

May looks at Jameson Sr. for a moment, pale and worried.

MAY: "I can't rest knowing he's out there. You saw that report. They found that bloody shirt of his in the river."

May looks at the window a moment, nervously.

MAY: "What if next they find his - his -"

May pauses, tears welling up in her eyes. She can't bear to finish asking the rest of that question.

Jameson Sr. frowns. He gently holds May's right hand as her left covers her eyes. The room behind them has gone dark, only blackness behind them, but neither of them notices.

* * *

In the Helicarrier's monitor room, Fury walks over to see monitor eight. Coulson is already looking at it firmly.

FURY: "When was he spotted?"

COULSON: "Fifteen minutes ago, sir. We caught some of what he was mumbling to himself before he disappeared. The voice pattern we got on tape is a perfect match."

Fury looks at monitor eight grimly.

FURY: "So then DOCTOR OCTOPUS is ALIVE AND WELL... AGAIN."

Coulson turns around to see one of the agents, a woman with long auburn hair and a lean-muscled, buxom physique - MOLLY JENSEN - seated at her station.

COULSON: "Jensen, where's the footage you recorded?"

JENSEN: "It's been restarted and is playing on monitor eight now, sir. He was spotted headed in the Lower East Side before he managed to slip off the grid."

Coulson and Fury look at the screen of monitor eight.

FURY: "There aren't a lot of places in that area that Ock hid out in. At least, not any of the usual ones we knew about."

COULSON: "Could it be Parker, sir? If Octavius is alive, that means it could still be Parker's mind trapped in his body."

Agent Jensen looks surprised as she zooms in on the footage on the monitor screen.

AGENT JENSEN: "We have a closer look of the footage before he disappeared, sir. But he's in considerably better shape than he was the last time anyone saw him. Look."

Fury and Coulson look at the screen, a little stunned by what they see.

FURY: "That's Octavius all right, but..." (voice lowered) "...what happened to him?"

* * *

A short time later, an abandoned power plant stands outside of New York. There are two trucks in the parking lot and no lights on in the building.

* * *

Inside the power plant's sub-basement, seated at her laboratory's desk and looking under her microscope, is Carolyn Trainer, clad in a lab coat over her clothes.

Carolyn reaches over to grab a new slide to put under the microscope. She doesn't notice a shadow of a man behind her.

VOICE: "Carolyn..."

Carolyn turns around, and is startled to see one of Doctor Octopus's tentacles reaching out to her.

VOICE/OCK: "... help me."

CAROLYN: "OTTO?"

Carolyn gets off her chair and she moves back in shock, wide-eyed. Two of Ock's tentacles start to reach out to her, but Ock himself isn't seen.

OCK: "It... It is good to see you again, old friend."

CAROLYN: "Your body..." (whispers) "What's happened to you?"

Carolyn still looks ahead at the unseen Doc Ock. Two of his tentacles reach out closer to her.

OCK: "I don't know. I don't know how I'm back. But whatever's happened to me..."

Standing in the laboratory is Doctor Otto Octavius, wearing black pants and boots, but not his trademark glasses. He is shirtless, he has on his tentacle harness bonded around his waist with four tentacles writhing around him, but now his fully-healed physique is as lean-muscled as Spider-Man's.

OCK: "... I feel like my OLD SELF AGAIN!"

* * *

Elsewhere, two people stand in the shadows of an unknown location. One is a man, one is a woman, but who they are and what they look like are anyone's guess.

WOMAN: "This is risky. You know we may not even succeed."

MAN: "We have to try. So many people have already been affected, but none of them moreso than he has."

The background behind the two individuals starts to come into the light, but what the location is behind them is a blur.

MAN: "We'll need help making all of this possible. But his family, his friends..."

WOMAN: "They'll be fine for now. I know you can make sure of that."

MAN: "I know. I just hate having to put them through this."

The background is now seen clearly for the first time, showing a laboratory. However, the man and woman are still in the shadows, keeping out of the light.

WOMAN (cont'd): "Unfortunately, it's necessary in order to properly save him. We're going to need all the help we can bringing him back this time. It's different."

Upon closer look of the warehouse, the man and woman are now gone, only the office now seen. There is a laptop on a table, shut off, but the OsCorp logo is visible on the upper left corner of it.

MAN: "We should bring him back before all of this starts. I did the same for Octavius. We can't have -"

WOMAN: (interrupts) "No. We can't. Not yet. You know it's not as simple as that."

Upon closer inspection, we can see blood, long since dried, is splattered on one of the legs of the table and on the laptop's keys. The keyboard has been smashed in by whatever, whoever, hit it.

MAN: "I'll save him. I'll bring him back. I promise you that."

WOMAN: "I know. But first, we need to acknowledge that he's gone. They need to give him a funeral..."

A few feet in front of the table, a hand with dried blood on the left wrist and fingers lies on the floor.

WOMAN: "... and he needs to be mourned properly."

The dead body that lies on the ground is Peter Parker, with a puddle of dried blood on the floor beneath him. His eyes are closed, his head tilted to his right, and he's only wearing his now torn Spider-Man pants. The rest of his costume - the mask, the long-sleeved top, the gloves, the boots, even his web-shooters - is gone. Long slashes are on his left shoulder, across his chest, on his left bicep, two more are on his right wrist and two crisscross his stomach. The blood of the scratches has long dried. A broken razor-bat lies on the ground, not too far away from the body.


	2. Chapter 2 - Dead on Arrival

Inside her laboratory of an abandoned power plant, Doctor Octopus stands near Carolyn Trainer's desk. He looks down at his lean-muscled physique as his four tentacles flail through the air.

OCK: "I have to admit, it feels good to be BACK."

Carolyn steps forward to Otto, who still looks at his physique in awe.

CAROLYN: "What happened to you, Otto? Your body... Do you know who did this? Do you remember anything? Anything at all."

Ock looks up at Carolyn. He looks puzzled.

OCK: "I don't remember. I wish I did. I would very much like to know who did this to me... for me. I came to you because I thought it might have been YOU who revived me."

Carolyn looks at Otto sadly.

CAROLYN: "I'm sorry, Otto, but as much as I would've liked to have been the one, it WASN'T ME. There wasn't much I could do to help you."

OCK: "Then I suppose I'm back to square one."

Ock walks over to the left side wall and he looks at himself in a mirror that hangs on it. He can't help but smile at the sight of his now lean-muscled body.

OCK: "I feel different, Carolyn. Healthier... STRONGER. Stronger than I've EVER BEEN in my OWN body. I don't remember feeling this POWERFUL."

Otto looks at his reflection, a little sad as he remembers what he endured for all those months.

OCK: "But I must confess, you have no idea how good it feels to be moving about on my own. With MY OWN LEGS, MY OWN HANDS... I had to rely on my tentacles for everything when I was rotting away... slowly dying..."

Otto stops himself. He narrows his eyes and he has suddenly become very angry.

OCK: (whispers) "No."

Ock turns and lashes out, striking his right fist against the wall in a fit of blind rage and simultaneously his upper right tentacle smashes the mirror.

OTTO: "NOOO!"

There is an imprint in the wall from where Ock struck his fist. He has made a hole in it that has cracked through the bricks under the wallpaper.

Carolyn walks to Ock and stands by him. Ock and Carolyn stare at the hole in the wall, both equally shocked by what he's just done.

CAROLYN: "Otto... Your hand, is it...?"

OCK: "It's FINE."

Ock looks down at his hand with a faint smile. He can't believe what he did with his own flesh-and-blood hand.

OCK: "Not a broken bone. Not a drop of blood. I... I barely felt a THING when I..."

Ock suddenly staggers and falls, but Carolyn catches him in her arms.

OCK: (voice lowered) "Unnh..."

CAROLYN: "Otto!"

Carolyn looks at Otto in concern. He has gone limp in her arms, even his tentacles aren't moving.

CAROLYN: "Whatever happened to you, you've been through quite an ordeal. I have a spare room in the back. I'll get you to bed so you can sleep, and first thing tomorrow, we'll run some tests to see -"

OCK: "Please, Carolyn, don't. I'm all right. I'm NOT WEAK."

Carolyn smiles at Ock, pleased by what he's said.

CAROLYN: "Of course not. You're anything but. We both know that. But it's late, I'M tired and I'd be no good to help you like this. Please, let us run some tests in the morning. For me."

Ock looks at Carolyn, staring into her eyes. He looks firm, but worn out.

Ock keeps his eyes on Carolyn. He smiles at her. His tentacles start to rise up into the air, moving again.

OCK: "Very well. Now then, where might that spare room be, my dear?"

* * *

Elsewhere, the SHIELD Helicarrier is flying through the air, over New York.

FURY (not seen): "Otto Octavius is alive. Hard to believe."

* * *

In the monitor room, Fury looks at the monitors. Coulson stands next to him, also looking at the screens.

COULSON: "With respect, sir, it's not like this didn't happen to Octavius before. The True Believers division of the Hand DID bring Doctor Octopus back from the dead before. And knowing Octavius, he would've had some kind of back-up plan to bring himself back, right?"

FURY: "But why WAIT all this time? Why let himself STAY in Parker's body? For all we know, it could be Octavius back in his old body again."

Fury turns and he walks to the doorway.

FURY: "Something doesn't smell right, and I intend to find out WHO brought Octavius back from the grave. And when we FIND Octavius, if he doesn't tell me what I want to know..."

Fury walks out of the monitor room and into the hallway.

FURY: "... he'll wish he'd STAYED DEAD."

Fury walks down the hallway, tapping the button of his headset.

FURY: "Attention all SHIELD agents and super-heroes on this active comm-link... DOCTOR OCTOPUS is ALIVE."

* * *

In the Quinjet, Captain America is flying over the city, looking stern. Black Widow looks over at Cap, upset, as both listen to their headsets.

FURY (on headset): "We don't know WHO brought him back or HOW, but we DO have footage of Ock heading through the city a few blocks away from where his body was buried."

* * *

At the Brooklyn Bridge, Invisible Woman looks up at Human Torch, who is flying overhead. Invisible Woman listens to her headset, looking shocked.

FURY (on headset): "He was last seen headed towards the LOWER EAST SIDE before he went out of sight."

* * *

In an alleyway in Hell's Kitchen, Bruce Banner and Daredevil are together. Banner has on a jacket over his sweater, jeans, socks and boots. As Banner and Daredevil listen to their headsets, Banner looks a little surprised and Daredevil looks angry.

FURY (on headset): "If we find HIM, we might be able to find out what happened to PARKER... if that even IS Octavius in his own body again."

* * *

Fury looks grim as he continues down the hall.

FURY: "But until Octavius's chubby little face pops up again, I want all SHIELD agents to KEEP LOOKING until we find Parker. Look with caution, though. We don't know whose mind is in his body at the moment. I want all super-heroes to STOP their search for Parker, FOR NOW."

* * *

Back in the Helicarrier, Fury Jr. walks down the hallway to an elevator.

FURY: "There are other people to save, other threats that need your attention. I'll call you back in the second we have something."

* * *

At the Brooklyn Bridge, the Fantastic Four listen on their headsets.

FURY (on headset): "Fury out."

THING: "So I guess that's it, then."

Human Torch is still hovering in the air and he looks down firmly at his teammates.

HUMAN TORCH: "You want to call it a night? Fine. I'll meet you guys later."

MR. FANTASTIC: "You heard Director Fury, Johnny. If they find anything-"

HUMAN TORCH: (interrupts) "NO! I'm NOT going to go back while Spidey's still out there, Reed."

Human Torch still looks down, but now he's nearly in tears. He looks shaken up.

HUMAN TORCH: "He's FAMILY."

Human Torch turns and he flies away, headed for Manhattan.

The other Fantastic Four members look up, watching Human Torch fly off. Invisible Woman frowns.

Mr. Fantastic stretches down from the bridge and towards the Fantasticar parked below.

MR. FANTASTIC: "Come on. Let's go help him look."

* * *

Elsewhere, a short time later that same night, there is a large apartment complex in an unknown city.

BABY: "WAAAAH!"

* * *

Inside his apartment's large master bedroom, Harry Osborn walks up to the crib. Harry is in a T-shirt and shorts, while his head is shaved bald and he has a mustache. His young son, STANLEY, several months old, is in his baby crib.

HARRY: "Hey, buddy. It's all right. I'm here."

Harry picks up Stanley and holds him close.

BABY: "WAAAAH!"

HARRY: "Daddy's gotcha, little man! What's wrong, buddy?"

Harry leans closer to Stanley.

HARRY: sniff, sniff

Harry grimaces from the stench.

HARRY: "Oh. I'm on it."

Harry has baby Stanley on his bed. He's just changed his son's diaper.

HARRY: "There. Is that better, Stanley?"

Harry picks up Stanley and he holds him close. Stanley has started to calm down.

HARRY: "See? I told you Daddy's gotcha."

Harry looks at his bedside table. There is a framed wallet-sized photo by the lamp.

HARRY (thinking): "I promised you I'd keep you safe, Stanley. I'll never let anything happen to you."

Upon closer view, the framed photo is of Liz, Normie and Harry, all together at the dining table celebrating Normie's birthday. They are happy, laughing and all smiles.

Harry stares at the photo a moment. He frowns, nearly in tears.

Harry closes his eyes, still holding Stanley closer in his arms... the only family he has left.

HARRY (thinking): "I WON'T let YOU down."

* * *

At the large warehouse in an unknown location, the lights to the main levels are off.

In the laboratory of the warehouse's lower level, the Jackal sits at his desk. He is looking at a blood sample and grinning wickedly.

JACKAL (thinking): "There now. THIS should do nicely."

Jackal holds up a slide with a few drops of blood on it and he is moving it to a microscope.

JACKAL (thinking): "Wonderful thing about these old abandoned warehouses... There are always PLENTY of them to hideout in and NOBODY is smart enough to check and see if they're still being used."

Jackal moves the slide under the microscope to have a look.

JACKAL (thinking): Also gives a fellow plenty of time to catch up on his work. I won't NEED to stay here much longer, though. I'm almost done here.

He hears a BEEP BEEP! from the monitor and a red light is flashing.

Jackal turns around and he looks at his security monitors. His eyes are wide with horror at what he sees.

JACKAL: (whispers) "No. It can't be."

All of the monitors have gone to static. Jackal looks livid.

JACKAL: "NOOOOOO!"

* * *

Seconds later, Jackal has left his lab. Jackal runs down the hallway, bolting past the elevator.

JACKAL: "Please be there... please be there..."

Jackal goes to the fourth door on the left and he looks into the window to his prison cell.

JACKAL: "Please don't be-"

The room is empty. There is no one, nothing in there, but a bed, a toilet, a sink, thick metal walls, a metal floor and metal ceiling.

Jackal steps back with anger, his eyes wide.

JACKAL: "NOOOOOOO!"

Jackal turns and he picks up a phone. He hits redial.

JACKAL (thinking): "It's not POSSIBLE! How COULD he have LEFT? NO ONE knows where we are!"

Jackal holds the phone to his ear.

JACKAL: "It's me. I don't know HOW it happened, but MY BOY is GONE! Do whatever it takes to find him, but bring him BACK here in ONE PIECE!"

* * *

In the Helicarrier, Nick Fury Jr. walks down the hallway, back to the monitor room.

FURY: "I know you're still looking, Hardy. Anything to report, Hardy?"

* * *

The Black Cat is on a rooftop in Manhattan, looking over the city. She taps the side of her headset, irritated at herself at having no success.

BLACK CAT: "No sign of Parker anywhere, sir. I'll contact you if I find any clues."

* * *

The doors to the monitor room slide open as Fury walks back in.

MR. FANTASTIC (on headset): "Fury, I've got something."

* * *

In the Fantasticar, Mr. Fantastic looks at his scanner.

MR. FANTASTIC: "I've got traces of some kind of Goblin formula on the printout, but it's not from Osborn. The chemical traces are different."

* * *

In the monitor room, Fury stands by a wall of monitors, looking over the city. He looks grim at what he's just heard.

FURY: "Are you trying to tell us somebody's making a new Goblin formula?"

* * *

In the Fantasticar, Mr. Fantastic looks at the information on his scanner. The words ANALYSIS COMPLETE are on the bottom of the screen.

MR. FANTASTIC: "According to the print out, it's already been made."

* * *

In the Helicarrier's monitor room, Coulson looks at monitor 14 grimly. Monitor 14 has gone to static, along with monitors 15 to 17.

COULSON: "We've got something. Monitors fourteen to seventeen just went down."

FURY: "What? Where were they installed?"

Coulson picks up a clipboard from a desk, looking at the paper clipped to it. The paper has list of addresses assigned to each monitor number printed on it.

COULSON: "Osborn's new OsCorp chemical plant, in Midtown."

MR. FANTASTIC (on headset): "We're not that far from there. We'll look into it."

FURY: "I had a hunch you'd still be out looking. Good luck."

* * *

In the Fantasticar, Mr. Fantastic looks ahead as the Human Torch flies off further into the city. Thing looks at the Torch with his hands cupped in front of his mouth.

MR. FANTASTIC: "Let us know if you get a lead on Octavius' location."

THING: "Hey, flame-brain! Slow down and wait for us, wouldja?"

Human Torch doesn't slow down. He continues flying into the city, heading towards Midtown.

Invisible Woman looks at Mr. Fantastic, worried. He keeps his eyes on Human Torch, just as concerned.

INVISIBLE WOMAN: "I'm really worried about him, Reed. Johnny's been so upset by Peter's disappearance."

MR. FANTASTIC: "I know. Johnny and Peter have been close friends for years. I just hope he's all right when we find him."

Human Torch flies closer to the OsCorp chemical plant.

HUMAN TORCH: "You're here... You've got to be here. You've got to."

Human Torch starts to flame off, switching over to Johnny Storm, as he reaches the front doors.

HUMAN TORCH: "I'm coming, Peter. I'm coming." (voice lowered) "Please be here."

Johnny turns around as he hears Thing call to him from above.

THING: "Hey, Johnny..."

Johnny looks skyward. Mr. Fantastic stretches down from the Fantasticar, with the Invisible Woman in his arms and the Thing is leaping down from the Fantasticar to join them.

THING: "... wait for US."

* * *

Seconds later, the doors are wide open and the Fantastic Four enter the plant's main entry hallway. Invisible Woman taps her headset to speak.

INVISIBLE WOMAN: "What level are those security cameras stationed in, Coulson?"

COULSON (on headset): "Sub-basement one, eastern hallway."

A small crowd of reporters, cameramen, a blonde young camerawoman and photographers head over to the OsCorp chemical plant building.

As the members of the press walk to the doors of the chemical plant, they have a dim white glow in their eyes. They look like they're in a trance.

Inside the hallway, the Fantastic Four are looking around. Thing has opened the doors to the second room on the left.

THING: "Which way is it?"

Johnny gets to the fourth door on the right. He opens the doors.

Johnny stops in his tracks, his eyes widen with shock.

Johnny takes a step back, tears welling up in his eyes. Thing has caught up and he walks into the room, annoyed.

THING: "There ya are! What's the big-"

Thing stops as he looks at the floor, his own eyes widening at what he finds.

THING: "Oh, jeez..."

Thing looks up and he sadly looks at Johnny, who is starting to cry.

THING: "Johnny, I'm..." (voice lowered) "I'm sorry."

* * *

In the monitor room, Fury looks at the monitors. Monitors fourteen to seventeen still show only static.

FURY: "Richards? Report. What's going on?"

Fury looks grim as he doesn't hear an immediate response back on his headset.

FURY: (voice lowered) "Oh damn it, I hope nothing happened to them too."

MR. FANTASTIC (on headset): "We're inside the OsCorp chemical plant."

FURY: "What did you find? What happened to the cameras? Is there anyone in there?"

Fury listens, hearing nothing. Coulson looks at Fury, puzzled, as he sets the clipboard down on the desk.

Coulson looks concerned as he taps his headset's talk button.

COULSON: "Richards? What's wrong?"

* * *

In the laboratory, Johnny has collapsed to his knees by Peter's body, sobbing in his hands. Invisible Woman is beside him, her right hand on Johnny's shoulder and her left covers her mouth. Thing is grimly picking Peter up into his arms, his eyes narrowed. Mr. Fantastic stands in front of them, a few feet away and his fingers inches away from pressing his headset's talk button.

Mr. Fantastic shuts his eyes. Tears are rolling down his cheeks as his fingers tap the headset button.

MR. FANTASTIC: "Coulson... Peter's dead."

* * *

In the monitor room, Coulson looks shocked. Fury Jr. has his head down, his right eye closed.

Fury still has his head down. He taps the side of his headset.

FURY: "Agents, call Parker's friends and family. Tell them the truth."

The grim look on Fury's face become one of confusion as -

MR. FANTASTIC (on headset): "Hey! How'd you get in here?"

FURY: "Richards, what's going on?"

* * *

In the laboratory, Mr. Fantastic looks at the doorway. A handful of reporters - the first two male, the third a woman - join the camerawoman, cameramen and photographers start to enter the lab. The white light in their eyes has already gone.

MR. FANTASTIC: "It's the press!"

REPORTER #1: "How'd we get in here? I don't remember walking over-"

REPORTER #2: "Waitaminnit, is that...?"

The reporters all start talking at once, taking photographs and the cameras are recording to get the scene on film.

REPORTER #2: "That's Peter Parker!"

REPORTER #1: "How long has he been in here?"

REPORTER #3: "Did you see who did this?"

CAMERAWOMAN: "Oh my God."

* * *

In the monitor room, Fury looks at Agent Jensen.

FURY: "How the hell did they get there so fast?"

AGENT JENSEN: "I'm not sure. Probably spotted the Fantastic Four going inside and went to see what's up."

Fury looks at Coulson. Coulson frowns.

COULSON: "Sir... the calls are going out."

* * *

In the Daily Bugle, Mary Jane still stands in Robbie's office. Her cell phone is held to her ear, starting to fall out of her hand, and tears roll down her cheeks.

Mary Jane falls to her knees, sobbing. Robbie crouches beside her, wrapping his arms around her.

* * *

In her Manhattan apartment, Aunt May looks horrified, heartbroken. Tears roll down her cheeks as she listens to the cell phone held to her ear. Jameson Sr. has his hand on her shoulder, tears welling up in his own eyes. He's pretty sure he knows what she's heard on the phone.

* * *

In his office, Mayor J. Jonah Jameson holds his cell phone to his ear. He shuts his eyes, his head lowered.

* * *

On a different rooftop in Manhattan, Black Cat listens to her headset, her hand over her mouth as tears well up in her closed eyes.

* * *

At the large warehouse outside of the city, the lights on the main levels are all switched off.

* * *

In the warehouse's basement, Mysterio walks across the room, seen in his classic costume but without the cape - the same uniform he wore during the "Ends of the Earth" story-arc. A layer of gray smoke spreads over the floor, ankle-high.

MYSTERIO (thinking): "Where is he?"

Mysterio walks down the room towards Jack O'Lantern, who lies with his head on the table.

MYSTERIO (thinking): "There he is. And here I thought he'd be more difficult to find. No matter. I'm going to-"

As Mysterio gets closer, he can see blood on the table.

MYSTERIO (thinking): "Wait a minute."

Mysterio looks at Jack O'Lantern's head, which is in the shadows.

Mysterio steps back, startled.

MYSTERIO: "His head..." (voice lowered) "He..."

* * *

Across the hall, Mysterio is in the restroom. His helmet removed to reveal Quentin Beck's face and he is hunched over the toilet, his head down as he vomits out of sight into the toilet.

MYSTERIO: "HUUAAAGH!"

Beck wipes his mouth with the back of his sleeve as he gets up and approaches the sink.

BECK (thinking): "Oh God... his head... Who beat me here? Who did this to him?"

Beck looks at the mirror above the sink and his eyes widen with shock and horror. Instead of seeing his normal reflection, the reflection of Beck is bald and is missing the upper right half of his head, including his right eye and ear, and his left eye is red. The reflection of Quentin Beck is wearing a Mysterio costume with a purple cape and the suit is the same pattern, but the color of the suit is red instead of green. Red fire surrounds the reflection of Beck/Mysterio instead of smoke.

Beck steps back, wide-eyed with horror and shielding his eyes with his left arm.

BECK: "AAAAAAH!"

Beck lowers his arm as he looks at the mirror again. His reflection's normal again.

Beck stares at the mirror, in disbelief.

BECK: (voice lowered) "What the hell was THAT?"

* * *

In Greenwich Village, a lone light shines in the first floor window of the Sanctum Sanctorum.

In the Sanctorum, Dr. Strange sits on his library floor, cross-legged, and he opens his eyes. Wong walks over to him. Both are in their usual attire.

WONG: "Doctor? What's wrong?"

STRANGE: "It's Spider-Man, Wong. I sense that he is-"

Dr. Strange stops. He looks up.

WONG: "What is it?"

STRANGE: "Silence. We're being watched."

The voice of an unseen woman echoes in the room.

WOMAN: "Do not worry, Doctor. You're merely being called upon to help an old friend."

STRANGE: "Your voice. It's so familiar." (voice lowered) "But it can't be."

WONG: "Sir? Who are you talking to?"

There is a brief flash of white light and Wong shields his eyes.

WOMAN: "Come with us. We have much to tell you."

Wong lowers his arm and sees the white light is gone, along with Dr. Strange.

WONG: "Doctor?"

* * *

There is a blinding white light.

The white starts to dim, revealing two shadowy men who face each other. What they look like is not shown.

MAN #1: "I know you miss him, but he won't be gone much longer. He'll be alive soon enough, but we need help to make that possible. That's where you come in."

The two men are still in the shadows, not seen clearly, but the second man is putting a glove on his left hand.

MAN #2: "I'm grateful you chose me. I won't let you down. I'll do whatever I can to save Peter."

MAN #1: "You do know the risks of showing up. But no one will catch you once you've done your task. I'll see to that."

The two men still face each other, but now the second man is putting on some kind of a mask over his head.

MAN #2: "I shouldn't be in this costume."

MAN #1: "It needs to be this costume. They need to know he'll be around when Peter is dead. And Jameson will have a reason to distrust and hate him again by what happens next."

Suddenly, everything has reverted to a shiny white light again.

MAN #1: "But if anyone had to wear it to save Peter, he'd be proud it was you. He will be proud. You two will have a lot to talk about when you meet face to face."

MAN #2: "I've missed him so much."

MAN #1: "I know. Now you can reclaim your old lives again when this is all over. I'll protect you... all of you."

The shining white light pulls back, revealing a familiar white eye-lens of a red mask with a black web pattern on it.

MAN #2/SPIDER-MAN: "Very well. Hang on, Peter..."

The second man stands fully dressed as Spider-Man, the background behind him glowing with a bright white light.

SPIDER-MAN: "... I'll help you set things right."

**NEXT TIME: Which of Spidey's friends and enemies know that Peter is Spider-Man? And HOW do they know who he really is when they didn't before? If Quentin Beck wasn't the Mysterio that killed Jack O'Lantern, then who was? And as his loved ones mourn, some surprise guests show up at Peter Parker's memorial service to pay their respects. Questions will be answered, and new ones raised, in chapter three: THE FUNERAL OF PETER PARKER.**


	3. Chapter 3 - The Funeral of Peter Parker

The next morning in his apartment's living room, Harry Osborn sits on his couch, holding Stanley in his arms. Harry is rocking Stanley gently, his eyes staring straight at his widescreen TV. He's in tears.

There is a KNOCK KNOCK! on the front door. Harry turns around.

Harry gets up from his chair. He hears a voice from in the hall, outside his door.

VOICE: "James? You in there, kiddo?"

Harry walks to the front door.

HARRY: "Mr. Waldman?"

VOICE/MR. WALDMAN: "Is this a bad time?"

Harry opens the door. MR. WALDMAN - mid-60s, silver-haired with a mustache, a little pudgy - stands in the hall, wearing a business suit. He has a bowl of food covered with Saran Wrap in his hands - four strips of bacon, hash browns and scrambled eggs.

WALDMAN: "Hey, Jimmy, the wife cooked too much breakfast again. I figured if you hadn't eaten yet, I'd sha..."

He stops as he sees Harry look away, tears rolling down his cheeks.

WALDMAN: "What's the matter?"

* * *

Minutes later, Harry is on his couch, holding Stanley close to him. Mr. Waldman sits on the chair next to him.

WALDMAN: "You should be there."

HARRY: "I can't."

Waldman gives a friendly smile as he shrugs. Harry's eyes stay on Stanley.

WALDMAN: "Why not? Is it little Stevie? You've left him with us before. We took care of him for a couple of days before when you got sick."

HARRY: "It's not that I don't trust you. We've gotten to be close friends in the past six weeks."

Waldman looks puzzled. Harry looks at Waldman sadly.

WALDMAN: "But you said he was your BEST friend. The best friend you ever had. You must've talked about him, what, a hundred times?"

HARRY: "I can't show up at the service. It's not safe. There'd be... trouble... if I went there."

Waldman still looks puzzled, while Harry looks back at Stanley. What kind of trouble could there be?

WALDMAN: "Did his family not like you? Did his friends?"

HARRY: "No. They thought of ME as family, too."

WALDMAN: "Then there's no trouble. You can at least say you went to pay your last respects."

Harry has his head lowered, his eyes are closed. He remembered his vow to keep Stanley safe, no matter what. He couldn't leave. Not even for this.

HARRY: "I made a promise, Eddie. I..." (voice lowered) "I CAN'T."

WALDMAN: "YES, you CAN. Look, James, I don't know what trouble you think there'd be if you went, but trust me: if you DIDN'T show up, you'd regret it for the rest of your life. Mark my words."

Waldman sets his hands on Harry's shoulder. He looks at Waldman as he holds Stanley close. New tears well up in Harry's eyes.

WALDMAN: "Molly and I will take care of little Steve. It's okay. You don't have to worry about a thing. You want to be there. He would've wanted you to be there too."

Harry looks at Stanley, while Waldman looks at the TV with a sad smile. There is a bald, bearded reporter in a suit with red neck tie. To the reporter's right is a photo of Peter Parker on the screen. The bottom of the TV reads BODY OF MISSING HORIZON LABS EMPLOYEE FOUND, FUNERAL PLANNED FOR WEDNESDAY.

WALDMAN: "GO TO HIM, son."

* * *

Still in the early morning, the sun shines over the abandoned power plant.

VOICE: "Perhaps we should wait before we conduct these tests. You've only been alive for less than a day."

* * *

In the warehouse, Doc Ock stands in the middle of an enormous training room. Ock is shirtless, wearing the same black pants and boots as before. Wireless electrodes are on his temples, either side of his chest and his wrists while his tentacles writhe around him. A series of weights of different sizes are on the floor, a few feet to Ock's left. Carolyn watches through the window to the control room next door, and it was Carolyn that just spoke.

OCK: "No, Carolyn. I must know the full extent of what I'm capable of now. Besides, after getting a few hours of sleep, I feel perfectly fine."

Ock walks over and he grabs onto the ten ton weight.

OCK: "Now then, if my suspicions are correct..."

Ock struggles, starting to lift it up off the ground.

OCK: "Unnnh..."

Ock lifts the weight over his head.

OCK: "...hhhhHAAH! HA HA HA!"

Ock looks up at the weight he's just lifted, beaming an excited smile.

OCK: "It's incredible! I - I've just lifted a ten ton weight over my head! I'm as strong as SPIDER-MAN!"

Ock sets the weight down on the ground, a curious look spreading across his face.

OCK: "Wait. I'm as strong as... Spider-Man? Hmm... I wonder..."

Carolyn looks at the x-rays and results on her monitors.

CAROLYN: "It's incredible, Otto! The scanners have just completed scanning your body! I've never seen a read out with such power!"

OCK: "Carolyn, might I ask you to come here for a moment?"

Carolyn walks out of the control room and into the training room. Ock is lifted up into the air by his tentacles.

CAROLYN: "Otto? What is it?"

Ock's tentacles walk over to Carolyn at super-speed. She steps back, startled.

CAROLYN: GASP!

OCK: "Don't be alarmed, Carolyn! This simply proves my theory!"

Carolyn looks up at Ock, nervous and confused. His upper left tentacle is wrapping around her waist.

CAROLYN: "Theory?"

OCK: "Remember, I had the mind and body of SPIDER-MAN for all of those months! Whoever it was that brought me back to my old body, resurrected me, my dying body has been IMPROVED!"

Ock smiles at Carolyn. She returns the smile.

OCK: "Whatever he, she or they did to me, I've been given EQUAL CAPABILITIES to that of SPIDER-MAN himself! I have his STRENGTH, his SPEED, his AGILITY..."

Ock rubs his chin with his right hand, genuinely puzzled.

OCK: "Wait... If I have MY body back, does that mean that Parker has his?"

CAROLYN: "Parker?"

Ock looks at the confused Carolyn with a smile.

OCK: "Peter Parker, my dear. He IS Spider-Man. Or he WAS, before I took over his body."

CAROLYN: "You know who Spider-Man really WAS?"

OCK: "Of course, my dear. I told you, I had-"

Ock stops. He looks just as confused as Carolyn.

OCK: "Was? Carolyn, what's happened?"

* * *

Minutes later, Octavius watches a widescreen TV on the wall of the living room. Carolyn stands beside him. The blonde Channel 8 reporter is addressing the TV.

REPORTER: "The body was found late last night by the Fantastic Four. A news crew from Channel 8 were the first to respond onto 2the scene, mere minutes after they found the body. However, the crew members have no memory of how or why they entered the building. Police are conducting a search as to clues to the news crew's claims."

Ock and Carolyn watch the TV set. Carolyn beams a pleased smile. Ock looks upset by the news report.

REPORTER: "A memorial service will be held on Wednesday for friends and family to attend and pay their respects."

CAROLYN: "Well, it looks like we won't have to worry about Spider-Man ruining any more of your brilliant plans anymore, right, Otto?"

Ock narrows his eyes, upset by the news he's just heard.

OCK: "This is all WRONG."

* * *

In Manhattan, Jameson Sr. opens the door to his bedroom and he sadly looks inside.

* * *

In their bedroom, May is wearing a black coat over her black clothes. She sits on their bed, heartbroken. Jameson Sr. stands behind her.

JAMESON SR.: "The taxi will be here any minute."

MAY: "It's not fair. I never thought that I'd be the one to bury Peter."

May looks over at the kitchen.

MAY: "He... he was such a GOOD BOY. So bright, so full of life. I thought for sure when he got this age, he'd be married, maybe have some kids. Have a good, long... a long..."

* * *

Flashback to the Parker home in Forest Hills. May walks over and she sets a plate of wheatcakes down in front of a skinny, 15-year-old Peter Parker. Peter has a glass of milk in his right hand. Uncle Ben is to Peter's left, with his left wrist on Peter's wrist and his right feels Peter's left bicep. The three of them are all smiles.

MAY: "I cooked your favorite breakfast, Petey - wheatcakes!"

BEN: "Don't fatten him up TOO much, dear! I can hardly out-wrestle him NOW!"

* * *

In the present, May stares sadly at her apartment's empty kitchen. She's in tears.

MAY: "Not Peter."

Jameson Sr. has his arms around May. She sobs on his shoulder.

MAY: (whispers) "Oh, God, not PETER."

* * *

Elsewhere, in her apartment's bedroom, Mary Jane stands at her window. She's wearing a black dress. She looks out at the city.

MARY JANE (thinking): "You CAN'T be dead."

Mary Jane looks out of the window sadly.

MARY JANE (thinking): "You're a FIGHTER, Peter. You've always cheated death before. I've seen you come back from death before. It's odd. I can almost still feel you."

Mary Jane sadly smiles.

MARY JANE (thinking): "I can still feel your strong grip, remember feeling the wind flowing through my hair as you'd take me swinging."

Mary Jane turns and she can see the front door of her apartment through her bedroom's open doorway. She frowns.

PETER (narrates): "You mean... THAT'S Mary Jane-?!"

* * *

Flashback, to inside Anna Watson's Forest Hills home. He stares in shock through the open doorway and he sees Mary Jane standing outside, clad in a black tank top, blue jeans and white boots. She's holding a blue jacket over her right arm and she's smiling at Peter. It's the very first time she ever met and spoke to Peter.

MARY JANE: "Face it, Tiger... You just hit the JACKPOT!"

* * *

Back in the present, Mary Jane has collapsed onto her knees on the floor by her bed. Her head is down and her hands are over her face as she breaks down crying.

* * *

At a large church in Midtown, a few dozen people have gathered outside. The blonde Channel 8 news reporter, dressed in a blue business suit and skirt, stands on the sidewalk nearby. The reporter holds up her microphone and J. Jonah Jameson stands nearby.

REPORTER: "Dozens of people have already arrived to attend the funeral for Peter Parker. Among the first to arrive were Peter's aunt May Parker, her husband J. Jonah Jameson Sr., and Mayor J. Jonah Jameson, who paid for the funeral service and coffin himself."

The reporter holds her microphone over to Jameson, who stands by her side.

REPORTER: "Mayor Jameson, what made you decide to throw the memorial service for Mr. Parker?"

JAMESON: "Parker and I may not have had much contact over the past few months, but I've always had a bit of a soft spot for the kid. He was a decent enough photographer once upon a time, a fairly good enough friend."

Jameson speaks to the reporter, becoming visibly more upset.

JAMESON: "He did some pretty foolish things over the years, like try to convince me my own son was Spider-Man. Or fake that photograph that made me fire him from the Bugle. And of course, he developed those inventions for that masked menace Spider-Man that..."

Jameson suddenly leans to the reporter and she looks startled as he shouts at her.

JAMESON: "Hey, HEY! What're you trying to do?! Make me sorry I even paid for this blasted thing?! I've got a funeral to get to!"

Jameson turns and he walks off, walking up the stairs of the church. Behind him, the startled reporter pulls on her shirt collar with her left hand.

REPORTER: whew

As Jameson gets to the entry doors, he looks shocked as he sees Steve Rogers nearby, in a black suit. Standing with him is Jessica Drew, clad in a black dress.

JAMESON: "Captain America? What are YOU doing here?"

STEVE: "Paying my respects. Parker helped me out of the line of fire once, back when Doctor Doom was attacked at the airport."

* * *

Flashback to an airport, where Mary Jane watches as Peter drags an unconscious Steve Rogers, wearing a security officer uniform. The chest of the shirt is damaged, opened to reveal his Captain America uniform underneath.

MARY JANE: "Peter? What are you doing?"

PETER: "Long story, don't ask, long story, don't ask... just stay there. "

* * *

Steve walks to the entry doors with Jessica.

STEVE: "Excuse us, Mr. Jameson."

JESSICA: (voice lowered) "Nice story. How'd you think that up?"

STEVE: (voice lowered) "Actually, it really DID happen. Besides, it didn't matter even if I HAD to make up a story to get in. I owe it to Peter to be here."

Jameson is about to enter, when he's pushed aside by Logan, who wears a black suit. Logan looks ahead, not even making eye contact with Jameson as he walks by.

JAMESON: "Hey, what in blazes are YOU doing here?"

LOGAN: "What the hell do you THINK I'm doing here? Lemme pay my respects, bub."

Jameson sees that the Fantastic Four are approaching, but Reed and Johnny wear black suits and Sue wears a black dress. Susan holds onto Johnny's arm, his head down. Thing wears black pants instead of blue.

JAMESON: "The Fantastic Four? You too?"

SUSAN: "We knew Peter. He was a good man."

Jameson watches as the Fantastic Four enter the room.

JAMESON: "Jeez! This is a funeral for Peter's FRIENDS! Didn't expect half the SUPER-HERO POPULATION to show up! Who's next, SPIDER-MAN?"

Jameson looks over and sees Harry sadly walking through the doorway, into the church. Given his bald head and mustache, Jameson doesn't recognize him.

JAMESON: "And you are...? Hey, buster, I'm TALKIN' to YOU!"

* * *

Harry walks into the hallway, looking sad.

PETER: "So whaddaya SAY, Osborn? Wanna play a little ONE-ON-ONE?"

* * *

Flashback, to in front of Harry's home. Peter smiles, holding a basketball in his left arm, and he has his right hand held out to Harry. Harry stands in front of Peter, staring at him.

To Peter's surprise, Harry gives him a big hug, his eyes closed and a big smile is on his face.

* * *

In the present, Harry looks at a picture of Peter Parker, in a long-sleeved shirt, neck tie, pants, socks and shoes. He's smiling and in mid-laugh. The words IN MEMORIAM are in bold black letters under the photo. A hand is placed on his shoulder.

Harry looks startled, nervous. He is looking right at Mary Jane, who pulls back her hand.

MARY JANE: "I'm sorry, I didn't mean to scare-"

Mary Jane stops, staring at Harry in shock. He eyes her nervously. He knows she's recognized him.

Mary Jane smiles and she winks at Harry.

MARY JANE: "Sorry to bother you. Thanks for coming, mister."

Harry sadly smiles as he watches Mary Jane walk off, to the next room.

Harry walks off, following Mary Jane. He doesn't notice Felicia Hardy, in a black dress, walking in the hall with Matt Murdock, in a black tuxedo with bow tie. She has a hold of his arm and Matt holds his walking stick in one hand.

FELICIA: "Quite a turn out for the funeral."

MATT: "I'm not surprised. Peter was a good man."

Felicia looks even sadder by what Matt said.

FELICIA: "Yes... HE was."

* * *

Flashback to a rooftop, on a cloudy evening, a few weeks ago. Daredevil and Black Cat look at the Superior Spider-Man firmly. He has the left half of his damaged mask webbed to his face to hold it together.

SPIDER-MAN: "You should be GRATEFUL that I even BOTHERED to SAVE your useless hides during that little confrontation."

BLACK CAT: "You're really pathetic, you know that? You really expect us to THANK YOU for what you've done, playing hero? You're NOT a hero, Octavius. PETER WAS..."

Black Cat steps forward to Spider-Man angrily as she continues speaking.

BLACK CAT: "... and you're just a PATHETIC IMPOSTOR. If you REALLY wanted to play the hero all along, you wouldn't have bothered to put together any of your SINISTER SIX teams. Or try to POISON New York's water supply. Or any of your other crackpot schemes to either CONQUER the planet or DESTROY it!"

Black Cat points her finger at Spider-Man, livid. He waves his hand at her to dismiss her.

BLACK CAT: "You NEVER wanted to be the hero until PETER GAVE YOU HIS MEMORIES! You wanted to be BETTER than everyone else, to rub it in everyone else's faces, and prove your genius because of your bloated ego, you sick-"

SPIDER-MAN: "I don't need to listen to this. You proved VALUABLE to provide a momentary distraction so I could fix my damaged mask..."

Spider-Man leaps into the air, tapping his middle and ring fingers to his palm so he can create a web-rope to swing away with.

SPIDER-MAN: "... but I have BETTER THINGS to do with my TIME, and BETTER COMPANY to spend it with."

FELICIA (narrates): "Hard to believe that was the last time we saw Peter. Well, OCTAVIUS as Peter, anyway. He was gone all this time and we..."

* * *

Back in the present, Matt walks with Felicia into the funeral room. Felicia is silent now.

MATT: "I know. I miss him too."

Matt sits on a bench to the right of the room, near the back, and he sits next to Felicia.

MATT: "When we found out who he was, when all of those memories came flooding back... the FRIENDSHIP that we had that we didn't even REMEMBER... how CLOSE we actually were..."

Felicia lowers her head, tears welling up in her eyes.

FELICIA: "I miss Peter, but I can't FORGIVE some of the things he did. Why on Earth would he make us FORGET all of our close history with him? He told OTHER super-heroes who he was and THEY got to remember. Why didn't you?" (voice lowered) "Why didn't I?"

The room is packed with people. Liz Allan sits on a bench with Normie Osborn, Jameson Sr. sits between J. Jonah Jameson and May Parker, with Mary Jane is seated to Aunt May's left, the Fantastic Four sit in a row by the back, etc. Mary Jane's aunt, Anna, sits next to Mary Jane, clad in a black dress. On the stage, there is a podium and at the left of the stage is an open coffin, revealing Peter Parker lying inside and wearing a black suit.

Harry stands at the back. He notices Liz and Normie.

Harry steps back and he stands in the doorway, nearly in tears. He can't even look at them, no matter how much he wants to.

HARRY (thinking): "Being here is a lot harder than I thought. Did I just make a huge mistake coming here?"

At one row at the right side of the room, Flash Thompson sits next to Liz and Normie. Joe "Robbie" Robertson sits on a bench with his wife seated to his left and son Randy to his right. Glory Grant sits next to Randy. Seated at a row in front are the Stacy family - Arthur, Jill and Paul. The two Stacy men wear black suits, while Jill wears a black dress. Jill wipes the tears from her eyes with a tissue and Paul looks a little upset, but he still has a hand on Jill's shoulder to comfort her.

PAUL: "It'll be okay, sis."

FLASH (thinking): "I hate putting a hold on my search for Betty, but I couldn't stay away from here. Who would do a thing like that to Pete, anyway? Any why HIM?"

Kaine Parker is now in the room, standing at the back, wearing a ball cap with his hands in his jacket's pockets. He watches as J. Jonah Jameson stands up and he walks onto the stage.

J. Jonah Jameson stands at the podium.

JAMESON: "Thank you everyone for making it to the funeral."

Jameson looks at the crowd of mourners, recognizing several of the familiar faces in attendance.

JAMESON: "It's nice to see that Peter had such a big turn-out of friends and family show up to mourn his passing. His aunt, his roommate, his co-workers..."

Jameson grimaces as he sees the likes of Logan and the Fantastic Four in the crowd. Agent Coulson is seated next to Steve and Jessica.

JAMESON: (voice lowered) "... and some costumed WEIRDOS, for whatever reason."

Jameson looks back at the crowd. May is wiping tears from her eyes with a tissue.

JAMESON: "I remember first meeting Peter as a young, scrawny little teenager with glasses. He walked into my office with a bunch of DECENT photographs of that masked menace Spider-Man and he continued to provide me with TOLERABLE snapshots I'd put on the front page of the Daily Bugle, warning the good public about Spider-Man's misdeeds!"

Jameson looks firmly as he speaks.

JAMESON: "I didn't find out till later that Peter had a connection with Spider-Man, allowing Parker to take pictures of him for the Bugle. After I had to fire Parker for a bone-headed move, that turned out to be when Peter REALLY started to come out of his shell."

Jameson's firm look fades.

JAMESON: "His inventions over at Horizon Labs were starting to change the world, making safer everyday products for the general public. That POLYMER of his being used on MOTORCYCLE HELMETS, the CRYO CUBE 3000... And then when the public learned he had created Spider-Man's own web-shooters - never knew the kid was that SMART. All those years, I just thought he had an eye for getting some photos for-" (voice lowered) "-for-"

* * *

Flashback, inside Jameson's office in the Daily Bugle. Jameson remembers the first time that they ever met, back when Peter was 15. Jameson smiles as he looks over Peter's photographs. Peter stands in front of him, clad in a suit with a neck tie and his glasses.

JAMESON: "These pictures are SENSATIONAL - GREAT! But how'd a kid like YOU get them?"

PETER: "Sorry, sir! I'll sell them to you on condition that you never ask me that question!"

* * *

In the present, Jameson looks down as his hands grip the podium. He's lightly shaking.

JAMESON: "I, uh - I think I'll let some of his other loved ones have a chance to share their stories about Peter."

* * *

Aunt May is now at the podium, looking at the crowd.

AUNT MAY: "My Peter was such a good boy. He was the best nephew anyone could ever ask for. When he was growing up, my husband Ben and I were always so PROUD of him. He never gave us any trouble, he was always so bright and made straight As in school. He was always so FRAIL though, the poor dear tired easily and never went out in any sports activities. I'd always WORRY about the poor dear, especially when he got a job taking pictures of that awful SPIDER-MAN."

May frowns, her body lightly shaking.

AUNT MAY: "The day he went to work at Horizon Labs, when started to show people just HOW SMART that Ben and I always knew he was, he started to change things around here, making things safer for everyone. He was just starting to really ENJOY his job, he had such a BRIGHT future ahead of him when he-"

Jameson Sr. gets on stage and he helps May walk off, as she starts sobbing.

* * *

Minutes later, Mary Jane is at the podium, speaking to the crowd.

MARY JANE: "I first saw Peter back when he was fourteen. I was only thirteen at the time, visiting my Aunt Anna. He was emptying some leaves he'd raked up into a trash can. Even back then, I thought he was cute... in a NERDY kind of a way."

Mary Jane is forcing a smile. She looks sad, a little shaky, struggling to get the words out.

MARY JANE: "We didn't actually meet face to face until a few years later, when Petey was in college. We met at my aunt's house at Forest Hills, we were set up by our aunts for a blind date. I smiled at him, calling him Tiger and told him he'd hit the jackpot. I - I'd still give him that nickname from then on. It was the nickname I gave him to let him know that I lov-"

Mary Jane can't go on. Her head is down and she's silently sobbing.

* * *

A few minutes later, Randy Robertson is at the podium.

RANDY: "I'd known Peter ever since we went to college together. He was always such a cool guy. He was kind, funny, such a bright guy. He could be kind of clueless sometimes and he'd have a knack for abruptly leaving whenever we'd hang out, usually to go get pictures of Spider-Man."

Randy smiles sadly as he speaks.

RANDY: "At one point, we were even roommates, when Peter thought his girl Mary Jane was dead. I lost contact with Peter over the last few months, before he went missing. I tried to get in touch with him a couple of times, but he was always out, always busy. I thought about going to visit him, but I kept putting it off, thinking I'd have plenty of time to see him later and hang out."

Randy looks at Peter's coffin, trying not to cry.

RANDY: "I'm sorry I didn't try harder to see you, Pete."

* * *

Minutes later, Flash Thompson is on the stage now, standing at the podium.

FLASH: "Back in high school, I'd always pick on Peter, tease him, called him 'Puny Parker'. He was such a shy, skinny little bookworm and I didn't really treat him very nice."

Flash looks at the crowd, a little sad.

FLASH: "That all changed in college, once I really got to know him better. We got to be closer, good friends. Granted, our relationship's been kind of unusual. One minute, we're pals, hanging out and getting dinner and drinks together. A near-fatal crash later, I'm treating him like he's Puny Parker again."

Flash looks at the crowd, frowning.

FLASH: "Pete and I haven't seen very much of each other lately. Like a lot of us, I wish I'd tried more to spend more time with him. You never really know how much time you have with those you love. Never take a moment with that special someone for granted. Pete went along way since he was a nerdy teenager, balancing his time between doing his homework and taking photos of-"

THWIP! The noise rings out through the church, catching everyone by surprise. Flash starts to walk down, off the stage, and he looks skyward in shock.

Swinging down, over the crowd of mourners, towards Peter's coffin, is SPIDER-MAN. The crowd is surprised by his arrival.

FLASH: "Spider-Man!"

Spider-Man drops down from his web-line, headed right for the coffin.

LIZ: "What's he doing?"

To everyone's surprise, Spider-Man grabs Peter's body with his right hand and pulls him up, out from the coffin. At the same time, Spider-Man's left hand aims up and he shoots a web at the ceiling with a THWIP!

RANDY: "Is he really-?"

FLASH: "Spidey, what're you doing?!"

Spider-Man swings up, holding Peter's body close. Everyone is on their feet as he swings to a window.

AUNT MAY: "You awful creature! You set him back down, RIGHT NOW!"

JAMESON: "This is a new low even for you, you filthy-"

Spider-Man looks down, directly at Mary Jane and Aunt May, who are gathered together.

SPIDER-MAN: (shouts, interrupting) "PETER'S NOT DEAD!"

Everyone watches Spider-Man in shock. Mary Jane's eyes widen, stunned by what she's heard. Kaine looks at the Spider-Man, surprised.

Spider-Man goes out of the window and he moves up to the roof, holding Peter's body close.

JOHNNY: "Why that-"

Johnny jumps up and he starts to fly, his black suit melting away in flames as he starts to change into the Human Torch.

JOHNNY: "FLAME ON!"

Johnny, now in his full Torch form, flies up and out of the window.

HUMAN TORCH: "YOU LET HIM GO, YOU PIECE OF-"

As he flies up to the roof, there's no one there. Spider-Man and Peter are missing.

Human Torch just stares in shock and sadness.

HUMAN TORCH: (whispers) "No."

Back inside, Aunt May covers her eyes with her hand, sobbing, and Jameson Sr. stands behind her, his hands on her shoulders. Mary Jane just stares at the window. Tears well up in her eyes. She recognized that voice.

MARY JANE: "That voice. That... that was..."

Mary Jane falls backwards, fainting.

Mary Jane is caught by Randy and Robbie and her Aunt Anna goes to her side. Harry slips out of the room, unnoticed. Logan looks at Steve.

AUNT ANNA: "Mary Jane!"

LOGAN: (voice lowered) "I'll check out the coffin. I need to get a scent on who the hell that was."

* * *

A minute or so later, in the main entry hall of the church, Coulson walks out of the funeral room and down the hallway, tapping his headset.

COULSON: "What do we do?"

FURY (on headset): "We'll do whatever it takes to find out who that Spider-Man impostor was and where he's taken Peter. I'll meet you at the Helicarrier."

COULSON: "Understood. Coulson out."

A tentacle reaches out from out of an open doorway and into the hallway. Its pincers grabs Coulson's right wrist. Another tentacle wraps around Coulson's left arm and starts to wrap around his waist.

OCK: "I beg your pardon, Agent Coulson..."

Coulson is pulled into a small office by the tentacles and he's pulled over to Doctor Octopus, who now has on his signature dark sunglasses over his eyes and a brown trench coat is buttoned up. His other two tentacles reach out for the pincers to grab Coulson's ankles.

OCK: "... but I do think it's time that we had a LITTLE TALK."

* * *

In a white void, Spider-Man is standing to the left of a sacrificial slab that Peter's body is lied upon. Dr. Strange stands to the right of the slab and they look at the body of their fallen friend.

SPIDER-MAN: "I can't believe he's dead."

DR. STRANGE: "Not for much longer, my friend, I assure you."

Spider-Man and Dr. Strange look at Peter. Strange looks upset, irritated.

SPIDER-MAN: "Is it really true? The things that happened to him? The trick played on them? That body-swap with Octavius?"

DR. STRANGE: "Parker has some EXPLAINING to do once we properly resurrect him, but YES, I'm afraid so."

Dr. Strange keeps his eyes on Peter, his upset look fading, while he hears the voice of an unknown woman from above.

WOMAN: "Not all of it was HIS fault. Or HERS. REMEMBER that, Doctor. He's been set-up. In more ways than they know. Any of them."

The two men are now seen and not heard. Only Peter is seen, lying lifeless on the slab.

DR. STRANGE (narrates): "I know. I remember what you SHOWED ME. There's still so much WRONG with him. There's still so much left inside of him, even in death. It's worse than I thought."

SPIDER-MAN (narrates): "Can you stop it? Can you get it all OUT of him?"

There is a closer look at Peter, getting a closer look at his head.

DR. STRANGE (narrates): "It won't be easy. He's been corrupted. This darkness is spreading. I couldn't even SENSE IT before until SHE showed me how to find it!"

The closer look on Peter's head shows that his eyes are now wide open and he looks horrified by what he's seeing. The slab is gone and everything behind him has turned into a black oblivion.

DR. STRANGE (narrates): "But it doesn't matter. We have what we need. Now we can bring him BACK..."

* * *

Peter Parker is on his knees in the darkness. He is clad in a torn, blood-splattered Spider-Man costume with no mask on. His eyes are wide open, a look of horror is on his face and his mouth is wide open as he screams, but no sound is heard. Flames circle around him, along with the faces of his loved ones around him, living or dead, emerging from the flames - Aunt May, Uncle Ben, Gwen Stacy, Mary Jane, J. Jonah Jameson, Marla Jameson, they're all there. His loved ones are all looking at Peter in pain and sadness. Peter Parker is trapped in Hell.

DR. STRANGE: "... Now we can SAVE HIM!"

**a/n: The flashback with Aunt May, Peter and Uncle Ben took place in "Amazing Fantasy" #15, in 1962. Mary Jane's flashback of meeting Peter is from "The Amazing Spider-Man", vol. 1, #42, from 1966. Peter saving Captain America in the airport happened in "The Amazing Spider-Man", vol. 2, #50, in 2003. Harry's flashback where he hugged Peter took place in "Amazing Spider-Man Family" #4, in 2008. Jameson's flashback of meeting Peter was from "The Amazing Spider-Man", vol. 1, #2, released in 1963. Mary Jane's line about thinking Peter was cute in a nerdy way was mentioned in "Spider-Man: Parallel Lives" in 1989.**

**NEXT TIME: Peter Parker is dead, trapped in Hell and being tormented with all of his worst nightmares... but not for long! Dr. Strange, the man behind the Spider-Man mask and their mysterious new friends have plans for Peter's return to the land of the living, while Doctor Octopus comes face to face with the man who once killed him, Kaine the Scarlet Spider! One mystery will be revealed, and many more will come to light, in chapter four: ALIVE AND WELL.**


	4. Chapter 4 - Alive and well

In the church, some of the guests are leaving the room. One of the guests is Dr. Ted Twaki, wearing a black suit and his glasses. Flash looks at the window.

TWAKI: "Oh my goodness..."

FLASH: "What's going on? Why did Spider-Man take the body?"

Johnny Storm, in his Fantastic Four uniform, stands by his teammates sadly. Logan walks up to the podium.

REED: "Jonah took Mary Jane into the back room to rest. Matt, did you recognize who that Spider-Man was?"

MATT: "No. I couldn't get anything on him. Not even a heartbeat. Maybe we should call in Dr. Strange."

REED: "We can't. He's gone missing for the past few days."

Logan walks down the podium to the coffin.

LOGAN: "Hang on. Lemme see if I can recognize the scent."

Logan leans to the coffin.

LOGAN: "sniff, sniff"

Logan looks upset. Steve walks over to join Logan.

STEVE: "Do you recognize the scent, Logan?"

LOGAN: "That's the problem, Cap..."

Logan looks at Steve firmly.

LOGAN: "... I can't smell him."

* * *

In the office, Agent Coulson looks down at Doctor Octopus. Ock still has Coulson held in the grip of his tentacles.

COULSON: "We've been looking for you. We had a feeling you'd show up here."

OCK: "Did you really think I'd NOT show up to pay my respects to Parker?"

Coulson looks at Ock firmly.

COULSON: "I find that hard to believe, considering you tried so hard to be the one to kill Parker yourself."

OCK: "Yes, yes. So I keep hearing. You don't understand, Agent..."

* * *

Kaine walks by the hall, about to leave, when Ock's voice catches his ear.

OCK: "... I have been CHANGED by what's happened over the past few months. In more ways than even you know."

COULSON: "The more you hold me here and talk like this, the more time you give my back-up to arrive. You know that, don't you?"

Kaine stops and turns to the doorway, looking upset.

OCK: "Who do you think you're speaking to? Do you really think a couple of SHIELD Agents are going to be able to take down Doctor Octopus?"

Kaine runs off down the hallway, starting to unbutton his shirt, revealing his Scarlet Spider costume beneath.

OCK: "Contrary to what you might think, I am not here to create any TROUBLE."

* * *

Back in the office, Ock pulls Coulson closer with his tentacles so they're face to face. Ock smiles.

OCK: "I do wish one thing. I want to see Mary Jane Watson and May Parker. I have MUCH to explain to them."

* * *

Meanwhile, Peter is still trapped in Hell. Peter looks and sees his loved ones around him, looking at him in either sadness or pain.

PETER: "Aunt May! Mary Jane! NO! NOOOOOO!"

Peter reaches his hand out, but finds that it's caught on fire.

PETER: "AAH! AAAAHHH!"

Peter quickly pats the flames off his hand as May looks at him.

MAY: "Why, Peter? Why couldn't you let me go? If you had, NONE OF THIS would have happened."

PETER: "None of what?"

MAY: "You were a GOOD BOY, Peter. You always WERE. You tried to do the RIGHT THING. And now look at you."

May eyes him firmly, upset.

MAY: "You DESERVE to BURN for what's happened."

Peter turns from his left, away from his aunt, and he looks to his right.

BEN: "To YOU, May? Or to ME?"

Peter sees his Uncle Ben standing outside of the flames. Blood oozes from the fatal gunshot wound that killed him all those years ago.

PETER: "Uncle Ben! I'm so sorry! I never knew that-"

BEN: "What? That by letting that punk run past you that nothing bad would ever happen? He could've shot ANYONE that fateful night! If it hadn't been me, why would YOU have cared? Having him kill someone ELSE wouldn't have had the impact on you that MY death did, would it? Would you have even KNOWN if he'd killed someone because he slipped by you? You might still be using your powers to become a TV start instead of a crime-fighter!"

Uncle Ben looks at Peter, upset.

BEN: "He was a BURGLAR, Peter! A THIEF! He broke the law! But it was only because he killed ME that you realized you had to use your powers RESPONSIBLY! When you let that guy get away, you were more interested in fame and fortune than doing the RIGHT THING! All the lessons I ever taught you, and you never started to learn from them until I was DEAD!"

Peter collapses to his knees. He's in tears. Uncle Ben just looks down at him, still upset.

PETER: "I'm so sorry, Uncle Ben! I- I'm so SORRY! I never wanted you to die! I never wanted ANYONE to die! Knowing I could've prevented your death has always been my greatest failure!"

VOICE: "HIS death?"

Peter turns around and he sees Gwen Stacy behind the ring of flames.

VOICE/GWEN: "I don't THINK SO!"

PETER: "Gwen! Oh my God, GWEN!"

Gwen looks at Peter, upset, wearing the same clothes she did the day she died.

GWEN: "You didn't directly cause your uncle's death, but you DID cause MINE. You wanted to save me from the fall, sure, but you caught me by the ankle with a webbing that was not designed to save NORMAL people! You didn't even bother to THINK about something like that because you wanted to save me! But even if you had, THEN WHAT?"

Gwen sneers at Peter. He stares at her sadly.

GWEN: "Did you really think we'd be together FOREVER? That I was your TRUE love? That we'd live HAPPILY EVER AFTER? My father DIED because of you! If I'd found out you were Spider-Man, did you REALLY think I'd FORGIVE YOU for that? That I'd STAY with you?"

Peter turns around, looking at the person behind him.

VOICE: "He wasn't supposed to live happily ever after with YOU."

PETER: (voice lowered) "Oh, no..."

Peter turns around and he sees Mary Jane standing outside the flames, within reach of Peter.

VOICE/MARY JANE: "WE were going to live happily ever after. We were together for what felt like DECADES, don't you agree, Peter?"

PETER: "Mary Jane..."

Mary Jane looks at Peter, her sad look changing to one of anger.

MARY JANE: "I loved you, Peter. I'd ALWAYS loved you. I waited so long to be with you, and we finally DID get together. We were HAPPY. We had our whole LIVES ahead of us, a HAPPILY EVER AFTER to experience together. And then we gave up everything we had, all our history, based on a LIE."

Mary Jane looks angry and Peter gives her a puzzled look.

MARY JANE: "I wouldn't have even said YES to that agreement if YOU hadn't made me feel guilty, because YOU couldn't bear losing your own aunt."

PETER: "AGREEMENT? WHAT agreement? I don't know what you're TALKING ABOUT!"

Ghoulish demons reach from behind and grab Mary Jane, pulling her away. Her angry look has become one of sadness. Tears form in her eyes. Peter tries to grab her, but can't.

MARY JANE: "We did this to ourselves. How can we ever be FORGIVEN for THIS?"

PETER: "Mary Jane... No, let her go! Let them ALL go! I'll do ANYTHING to save them!"

MARY JANE: "That's the problem, Peter. That's why you're here." (voice lowered) "I'm sorry, Peter."

Mary Jane's mouth is gaped open in a silent scream as she's pulled away, starting to vanish into the flames. Peter reaches out to grab her, but his gloved hand is burned by the flames.

PETER: "No! Stop it! STOP I-AAAHH! M.J., talk to me! What did you mean? WHAT WERE YOU TALKING ABOUT?!"

Mephisto stands behind Peter, grinning fiendishly from ear to ear, but Peter doesn't even notice.

MEPHISTO: "Why should I tell you? It doesn't matter. It never even HAPPENED, remember?"

The flames spread and rise higher, starting to burn through Spider-Man costume and burn Peter's skin. He shuts his eyes as he falls to his knees in agony.

PETER: "AAAAAAGGGGGHHHH!"

* * *

Back in New York, bus drives by down the highway.

* * *

Inside the bus, Harry sits on his seat by the window. He's looking at a funeral service pamphlet that has a picture of Peter that reads IN MEMORIAM.

HARRY: "Just a few more miles and I'll be back at home, Stanley. I hope you were a good boy while I was gone. But I don't think I could leave you again."

Harry opens the pamphlet and looks at the pictures that are inside the pages. One photo shows Peter with his aunt and uncle, at age 15. Another shows Peter and Mary Jane together, their arms wrapped around each other and smiling for the photo.

HARRY: "I just wish I knew what all that MEANT back there. Peter's not dead? What did Spider-Man mean by that? I just saw him in the coffin."

Harry turns the page and he looks at a photo in the pamphlet.

HARRY: "But then, Peter thought_ I_ was dead. EVERYONE did. Is it even..."

In the pamphlet is a photo of Peter and Harry as teenagers, when they were in college. Harry has on a blue long-sleeved top over a white long-sleeved top, while Peter has on a pink and white-striped shirt. They have one arm around the other, Harry's pointing at Peter, and both men have their eyes closed as they're in mid-laugh.

Harry has a hand over his face. He's quietly crying.

* * *

Back in the church, Reed walks onto the podium and over to Logan.

REED: "What do you mean, you couldn't get a scent?"

LOGAN: "I couldn't smell a thing. All I got was Parker."

Reed looks at his handheld scanner. He holds it at the coffin.

REED: "I might be able to get something on the scanner. If you can't smell him, we might be able to get something when he touched Peter's coffin."

Susan walks over to join Reed, as he starts scanning the inside of the coffin.

SUSAN: "I don't think it'll do any good. If Matt and Logan couldn't get anything on who that Spider-Man was, I don't think the scanner will do any better."

Reed looks at the scanner. It reads ERROR.

REED: "She's right. The scanner couldn't get any traces on that Spider-Man either. Someone doesn't want us to know who he is..."

Reed looks away grimly.

REED: "... like how someone didn't want to be seen reviving Otto Octavius."

LOGAN: "You think they're connected?"

REED: "Most likely. Fury and Coulson got a brief look at their mystery man before the security camera went out. Maybe we can ask him what he saw of his face."

Steve looks around. The guests have left, as well as Coulson.

STEVE: "Where IS Coulson?"

* * *

In the office, Coulson looks at Doctor Octopus firmly, despite the fact he's still held in Ock's tentacles.

COULSON: "You really think I'm going to allow you to simply walk out of here and endanger Miss Watson and Mrs. Parker?"

OCK: "I told you, Coulson, I only wish to talk to them."

Ock sets Coulson down on the ground with his tentacles.

OCK: "See? I have not harmed you. I will NOT harm them."

Ock and Coulson turn around to the window behind them.

VOICE: "You've got that right -"

Kaine is in his Scarlet Spider costume. Scarlet Spider fires a web that hits the back of Ock's trench coat.

VOICE/SCARLET SPIDER: "- because YOU are coming with ME!"

Coulson ducks, covering his head with his hands, while Scarlet Spider pulls Ock back with his web. Ock's tentacles flail as he's pulled backwards.

OCK: "The Scarlet Spider? I have no time for this foolishness!"

KAINE: "Well, you're going to MAKE time!"

Outside the church, Scarlet Spider grabs Ock by his two human arms, while Ock's two top tentacles extend up to the rooftop.

OCK: "You're sorely trying my patience. If you wish to have a confrontation -"

Ock uses his two top tentacles to pull him up onto the roof of the church, while the bottom two tentacles knock Scarlet Spider off of Ock and he is about to land on the roof.

OCK: "- I suggest you save your energies fighting someone who REALLY deserves your attention!"

SCARLET SPIDER: "I know what you've done, Octopus! All that time you fooled everyone into thinking you were Peter! You spent so much time trying to be someone else, you forgot how PATHETIC YOU were!"

* * *

Flashback, to a few years ago. Doc Ock is in a brown business suit with a black neck tie, Ock's left wrist held by Kaine's left hand and his neck held in Kaine's right. Kaine snaps Ock's neck, though no sound is heard.

OCK (narrates): "Then you'll realize that, because of Peter's memories, that I know the REAL you, KAINE! I may not remember my own death, but I DO remember that YOU murdered me in cold blood, rendering my beloved STUNNER unconscious so that you could hunt me down!"

Flashback, to moments after Ock has died. Stunner is on her knees in front of a sidewalk, holding the dead body of Doc Ock in her arms and she's silently sobbing. Ock is lying in a pool of his own blood and smoke rises from the fresh Mark of Kaine burned in his face.

OCK (narrates): "You snapped my neck and left your little CALLING CARD on my face, leaving my sweet Angelina to MOURN my passing!"

* * *

Back in the present, Ock blocks Scarlet Spider's webbing with his upper left tentacle as the bottom right tentacle punches Scarlet Spider on the face.

OCK: "When she helped the Rose and his little ninja friends resurrect me, she slipped into a coma and months afterwards DIED from her sacrifice! Were I REALLY the criminal you believe me to be, I would have already KILLED YOU for that, for taking my dear Stunner from me -"

Doc Ock's tentacles reach out and they grab Scarlet Spidey by the wrists and ankles.

OCK: "- but I WON'T!"

Ock's tentacles have pulled Scarlet Spider closer to him, now within Ock's reach with his flesh-and-blood limbs. Ock backhands Kaine with his own right fist.

OCK: "I am NOT the same man I WAS, you Neanderthal! Not MENTALLY, and most certainly not PHYSICALLY!"

Kaine is reeling from Ock's backhand, a bit dazed. He certainly wasn't _that_ strong the last time they met. Ock tightens his tentacles' grip on Scarlet Spider's wrists and ankles as Ock glares angrily.

OCK: "Now stop fighting and LISTEN to me! I am HONESTLY trying to set things right! I am trying to make amends for what I've done!"

Ock keeps his eyes on Kaine, but his angry look starts to fade.

OCK (cont'd): "Of all people, I believe YOU would know what it's like to want a SECOND CHANCE to make up for the sins you committed! YOU know what it's like to try and reinvent yourself, not to be in the shadow of who you once we-"

Ock's interrupted as three small discs, each the size of a quarter, hit his back from behind, making him let go of Scarlet Spider. The discs send a small electrical charge into Ock's body.

OCK: "AAAGH!"

Ock collapses and he lands on his stomach. Scarlet Spider is seated on the roof, rubbing his masked jaw.

OCK: "Can't... move. What did..."

Agent Coulson stands on the rooftop, with six SHIELD agents. Coulson calmly taps his headset.

COULSON: "The new light weight, ultra gravity field discs worked like a charm. Take him to the Helicarrier. Director Fury wants a word with him personally."

SHIELD AGENT: "Yes sir."

The agents walk down the roof to grab Ock.

OCK (thinking): "I'm a damn fool. I WASTED my opportunity to meet May and Mary Jane with this unnecessary confron..."

Ock suppresses a smile as the agents approach him.

OCK (thinking): "No. This could benefit both parties. Let them take me. Inside SHIELD..."

Scarlet Spider looks on as the agents take Ock away.

OCK (thinking): "... I might get the answers that I'm looking for."

SCARLET SPIDER (thinking): "Hate to admit it, but Octavius had a point. He COULD have killed me if he wanted, and I don't remember him EVER punching that hard with his OWN hands."

Scarlet Spider watches as Ock is taken away. Coulson walks over to join Scarlet Spider.

SCARLET SPIDER (thinking): "I don't have as much history with Ock as Peter, but... what if he meant what he said?"

* * *

In the back room of the church, Mary Jane is seated on a chair. Aunt Anna hands her a Styrofoam cup of water. J. Jonah Jameson and his father look at the roof.

JAMESON SR.: "What was that racket on the roof?"

AUNT ANNA: "Don't worry about it. I'm more concerned about Mary Jane."

Aunt May walks by to join the two Jamesons. She keeps her eyes on Mary Jane. MJ's head is down and tears roll down her cheeks.

AUNT MAY: "That was quite a shock. I hope the police catch that awful Spider-Man for stealing my nephew's body!"

JAMESON: "Don't worry about a thing. I intend to make everyone aware of what Spider-Man has done..."

Jameson looks away, livid.

JAMESON: "... and I'm going to make sure that wall-crawling freak PAYS for what he's done!"

* * *

Spider-Man looks at a viewing screen that hovers in the air. He's watching the guests that walk out of the church, from the Robertsons to Jill, Paul and Arthur Stacy.

SPIDER-MAN: "Wow. Look at all the mourners. But some of them are missing. Where's Harry? Where's Betty?"

WOMAN: "Betty Brant has gone missing. I'm afraid there's not much we can do for her."

Spider-Man turns around to see the mysterious woman, who is seated in the shadows.

SPIDER-MAN: "What? Why? Where is she?"

WOMAN: "Don't worry about her. She will be found by a mutual friend in due time. We can't mess up Mr. Thompson's rescue, now can we?"

Spider-Man looks at the unseen woman.

SPIDER-MAN: "What about Harry? Where is he?"

WOMAN: "I'm afraid things are about to take a rather BAD turn for Mr. Osborn."

SPIDER-MAN: "Is he all right?"

* * *

Back in the apartment building, Harry walks down the hall to his apartment, pulling his keys out of his pocket.

Harry unlocks the door with his key.

Harry opens the door and he enters the apartment.

HARRY: "Hey, kiddo, guess who's..."

Harry looks horrified. The apartment is a mess, his lamp is broken, the dining chairs are smashed on the ground, etc.

Harry looks over and he sees Mr. Waldman's dead body on the floor. Blood oozes out of his mouth.

HARRY: "No!"

Harry sees Mrs. Waldman on the couch - a few years younger than her husband, with chin-length silver hair and a blue dress worn on her lean physique. She too sits dead, her eyes open and her glasses broken.

HARRY: "NO!"

Harry looks over at the shut door to the bedroom, as he hears-

BABY: "WAAAH!"

HARRY: "Stanley!"

Harry runs to the bedroom and he pushes the door open.

Stanley is on Harry's bed, covered by a blanket and his arms and legs kicking.

BABY: "WAAAAH!"

HARRY: "Hang on, buddy! I'm here!"

Harry goes over to the bed, he grabs the blanket and pulls it off.

HARRY: "I'm sorry, buddy, I-"

Once the blanket is off, Harry looks down at the bed in horror.

The baby on the bed isn't Stanley. It's a baby doll, with the motorized arms and legs kicking. A note is taped to the chest that reads, in big green letters, YOU CAN NEVER HIDE FROM ME. The baby doll has no head. Instead, it's a pumpkin bomb.

Harry has tears in his eyes, stepping back from the bed.

HARRY: (whispers)"No-"

The bomb explodes, engulfing the bed.

From outside the apartment building, the explosion has become so massive that it blasts the wall of the apartment off.

* * *

Elsewhere, Peter Parker is still in Hell. He has patted out the flames from his costume. Behind Peter, Mysterio appears with Shocker from a puff of smoke behind the flames.

PETER: "AAAAHH!"

SHOCKER: "Nice FACE, 'Spidey'!"

Peter looks to his left. He sees the Lizard, Scorpion, Mysterio, Rhino, Shocker and the Eddie Brock version of Venom approaching. He sees Mysterio approaching.

PETER: "Oh my god..."

MYSTERIO: "We've been waiting for you, PARKER!"

Green Goblin, in his classic costume and on his bat-shaped glider, flies over to Spider-Man. He pulls out a pumpkin bomb from his bag.

GREEN GOBLIN: "How does it feel to be so USELESS, Parker? That there's NOTHING you can do to keep your loved ones SAFE from us?"

PETER: "NO! I won't let you hurt them!"

Lizard, Scorpion, Mysterio, Rhino, Shocker and Venom all approach the circle of flames to get to Peter.

VENOM: "Get rid of those stupid flames! WE want OUR revenge too!"

MYSTERIO: "Be patient, Brock! I believe we'll ALL get a chance to get a shot at him!"

Peter sees all of his worst enemies around him and he backs away. He sees that Doctor Octopus, Carnage, Hobgoblin, Sandman and Electro (in his classic green and yellow costume and wearing his classic lightning-bolt shaped mask) have joined the other villains. Hobgoblin's face is in the shadows, though the pupil-less red eyes of his mask can be seen piercing through the darkness. The flames around Peter have gone down a little for Venom to sneak through, though Green Goblin flies over them with his bat-shaped glider.

PETER: "Doc Ock? Sandman? Hobgoblin? You guys are here too?"

SANDMAN: "Of course we are! We've been waitin' for YEARS to finally get ya, Parker! Let's get 'im!"

OCK: "Why bother killing him?"

Doc Ock reaches his top left tentacle out and he grabs the collar of Peter's costume. Green Goblin reaches down and grabs Peter's throat.

OCK: "I've already DONE that! I've become a BETTER Spider-Man than he EVER was! And I have NO INTENTION of letting him take back what I've rightfully claimed! YOU gave me your BLESSING to be Spider-Man, remember?"

PETER: "I only wanted them to be safe. That's all I EVER wanted. But I..." (whispers) "... I failed."

Doc Ock's tentacle lets go of Peter and he suddenly drops to his knees, glowing with a white light. His eyes are wide with shock as his body glows and Green Goblin is knocked away, making him let go of Peter's neck. Everyone around the flames moves back, away from Peter.

PETER: "UHH!"

OCK: "What-?"

The white light is making Peter fade away. Peter looks at the people behind the flames, seeing Green Goblin has Gwen and the Burglar aims his gun at Uncle Ben. Mephisto approaches from behind, though Peter doesn't see him.

PETER: "What's happening? I - I feel so - No. No! I can't leave. They NEED me! Uncle Ben! Gwen! I CAN'T fail them again!"

MEPHISTO: "No! NO!"

Peter fades away, his eyes shut and tears rolling down his cheeks. Mephisto reaches for Peter, but he's already almost gone.

PETER: "I'm sorry..."

MEPHISTO: "NOOOOOO!"

Just as Peter fades away, he looks up and he sees his friends and foes vanish in the flames. The background behind them has changed to a blinding white light. The only one to be seen clearly is Uncle Ben, who gives Peter a sad look.

DR. STRANGE (narrates): "It is done."

PETER: "Uncle..."

Everything goes white. Peter is gone.

* * *

In the white void, Peter lies on the sacrificial slab. His head has turned to his right side and he lies weak, hurt... but alive. Dr. Strange stands behind Peter, his hands glowing with light blue energy. He looks down at Peter. Spider-Man is crouched by Peter's left side, holding Peter's hand.

PETER: "...Ben..."

* * *

In a special prison cell in the Helicarrier's prison level, Doc Ock sits on a bed. His tentacles are held against the walls by several locked manacles. Nick Fury Jr. stands in front of him.

FURY: "Doctor Octavius. You're looking pretty healthy for a dead man."

Fury looks at Ock, his arms folded over his chest.

FURY: "Agent Coulson spoke to the Scarlet Spider. He said you were trying to turn over a new leaf, make amends for what you did."

Fury eyes Ock firmly, upset.

FURY: "I don't buy it. We both know how THAT attempt played out when you pretended to be Peter. Is that why you found a way to bring your old body back and do another mind-switch? What the hell happened to you, Octavius?"

Ock looks at Fury, hiding his surprise.

OCK: "You don't know?"

Ock smiles at Fury.

OCK: "And here I thought SHIELD knew EVERYTHING that was going on."

FURY: "Don't push me, Doctor. I want to know how you got back into your old body and what happened to Peter. I'd also like to know how you suddenly got all those muscles."

Through the doorway of the cell, Agent Lewis looks into the room to see Fury with Ock. Lewis holds a flat computer screen in his hands.

LEWIS: "Director Fury-"

FURY: "Not now, Lewis."

Lewis looks over at Fury Jr. firmly.

LEWIS: "Yes, sir. NOW."

FURY: "Just a minute, Doctor. We're not done here."

Ock watches as Fury leaves the room, following Lewis into the hallway.

OCK (thinking): "SHIELD doesn't know who did this to me, but they must know SOMETHING about what happened to me. I need answers."

* * *

In the hallway of the prison level, Fury looks over at Lewis. Lewis hands Fury a flat computer screen.

FURY: "This had better be good. I need answers out of Octavius."

LEWIS: "I'm sorry, sir, but this really can't wait. Look!"

Fury looks at the footage playing on the screen and his right eye widens with shock. It shows a hospital waiting room and Spider-Man carries Peter in his arms, handing him over to a startled blonde doctor.

Fury looks up at Lewis.

FURY: "When was this taken?"

LEWIS: "Midtown Hospital, five minutes ago. The doctors say one minute, the waiting room was empty. The next, Spider-Man ran in and dropped Parker off."

FURY: "Contact his family."

LEWIS: "That's just it, sir. I just got a call from Coulson. He was on his way here when he heard the news. He went to check where Peter was, but when he got in..."

Fury looks shocked by what Lewis tells him next.

LEWIS: "...he saw Parker's aunt, his girlfriend and her aunt teleport into the waiting room."

FURY: "What? Who brought them there?"

LEWIS: "We don't know yet, sir."

* * *

In his cell, Ock looks at the restraints keeping his tentacles pinned to the wall.

OCK (thinking): "There must be some way out of here. I need to find out what's happened to me. I need to find out who is responsible for-"

Ock notices his body is dimly glowing with a white light. He looks at himself in shock.

OCK (thinking): "- what -"

Doctor Octopus is gone, teleported out of his cell. A red silent alarm light starts flashing in the hallway.

* * *

Elsewhere, an ambulance drives up to a hospital in an unknown location.

VOICE: "Get him to the emergency room, NOW!"

Four doctors are wheeling a patient in on a wheeled table towards the emergency room, who is bloody and burned.

DOCTOR #1: "What happened?"

VOICE/DOCTOR #2: "Some kind of EXPLOSION. The guy's got a few broken bones, second degree burns, a few scratches... Given how many injuries he's got, it's amazing he's still ALIVE."

DOCTOR #1: "He may not BE alive much longer if he loses any more BLOOD! C'mon, people-"

Harry is on the wheeled table, being taken to the emergency room by his team of doctors.

DOCTOR #1: "- let's get to work!"

* * *

In the Midtown hospital's ground floor, Aunt May, Aunt Anna and Mary Jane look around the waiting room in confusion.

AUNT MAY: "How did we get here? Where is everyone?"

MARY JANE: "Where are we?"

Agent Coulson walks over to join the three women.

COULSON: "Midtown Hospital. I was actually about to call you in, but someone brought you here."

AUNT ANNA: "I remember you. You were that SHIELD agent that was standing guard at Peter's funeral. But who brought us here? HOW did they bring us here?"

Coulson shakes his head.

COULSON: "I don't know, YET. But I do know WHY you're here."

* * *

Minutes later, Coulson walks down the eastern hallway of the hospital's second floor. May, Anna and Mary Jane follow him down the hall.

COULSON: "Follow me, please. We're going to room 206."

AUNT MAY: "Why? Why are we in the hospital?"

COULSON: "Well, Mrs. Parker, I'm afraid this may come as a bit of a SHOCK, but..."

Coulson pushes the door open. Mary Jane, Aunt Anna and Aunt May walk in, following Coulson.

COULSON: "Spider-Man was telling the truth. Look."

Aunt May, Aunt Anna and Mary Jane stop dead in their tracks. They stare ahead in shock.

COULSON (cont'd): "It's just like he said..."

In room 206, Peter Parker is in a hospital gown, lying on the bed, covered with a red blanket and pillows behind his head. His wrists are bandaged, as are his neck and his forehead. He's barely conscious, but his eyes are half open.

COULSON: "... Peter's NOT dead."

**a/n: The flashbacks of the Doc Ock/Kaine fight that ended with Kaine snapping Doc Ock's neck took place in "The Spectacular Spider-Man", vol. 1, #221 in 1995. The photo of Harry and Peter as teenagers was featured in "The Spectacular Spider-Man", vol. 1, #200 in 1993. An ultra-gravity field device was originally used on Doctor Octopus by the Wild Pack in "The Spectacular Spider-Man", vol. 1, #175.**

**NEXT TIME: Peter Parker's friends, in and out of costume, and all of his worst enemies are about to learn that Peter's still alive, but so many questions remain. What will happen to Harry Osborn now? What happened to Harry's son Stanley? Where is Doctor Octopus now? Where has Norman Osborn been since his fight with the Superior Spider-Man? What's Mysterio been up to since finding Jack O'Lantern's dead body? And just who _is_ that man under the Spider-Man mask, anyway? ALL of these questions WILL be answered in chapter five: THOUGHT YOU WERE DEAD.**


	5. Chapter 5 - Thought you were dead

In room 206 of the Midtown hospital, Peter Parker is in his bed and he looks over to see Mary Jane, Anna Watson and his Aunt May walk in. They look at Peter in shock and they have tears in their eyes.

MARY JANE: "Peter?"

PETER: (voice lowered) "Mary Jane... Aunt May..."

Aunt May walks over and stands to the left of Peter's bed.

Aunt May gently hugs Peter, sobbing on his shoulders.

MAY: "I... I never thought I'd hear you say that to me again."

Mary Jane walks over and she goes to the right of Peter's bed.

Now it's Mary Jane's turn. She hugs Peter gently, tears rolling down her cheeks.

Mary Jane ends the hug and she looks Peter in the eyes.

MARY JANE: "Oh, Peter. I - I thought you were dead! We all did!"

PETER: "Well, it turns out I was only MOSTLY dead. Big difference between mostly dead and all dead."

Mary Jane eyes Peter, a little upset by his reply.

MARY JANE: "Peter, please don't joke. Not now. We were at your funeral. We were saying our last good..."

Mary Jane shuts her eyes and lowers her head. More tears roll down her cheeks.

Peter frowns and he gently holds Mary Jane's hand. Aunt May eyes Peter in concern.

PETER: "Oh, God. M.J., I'm sorry. REALLY. It's just... I was just trying to make light of this. I thought I was dead. I never thought I'd see you guys again either."

MAY: "Peter, who DID this to you? Why would anyone want us to think you were DEAD?"

Peter looks at his Aunt May, tiring.

PETER: "I... I don't know. I don't remember what happened."

COULSON: "Mr. Parker has some memory loss following what happened to him. He doesn't even remember who did this."

* * *

Flashback, showing Spider-Man in the streets of New York holding the dying Doc Ock in his arms. Ock, which is really Peter in Ock's body, looks at the people behind the police barricades - Mary Jane, his aunt May, J. Jonah Jameson, etc. Ock is in Spidey's body.

OCK: "MJ? Th-they're all here. Let me see them."

SPIDER-MAN: "Here."

OCK: "Promise me. You'll keep them safe."

SPIDER-MAN: "I... promise."

OCK: "Hm. That's all I..."

Doc Ock dies in Spider-Man's arms.

OCK "... ever -"

SPIDER-MAN: "Peter?"

* * *

Back in the present, Peter looks down, a little upset. He hasn't forgotten.

PETER: "No. I..."

Peter looks down weakly. He's in tears. Mary Jane holds his hand, tears welling up in her own eyes.

MARY JANE: "Peter?"

COULSON: "Gently. He's still feeling weak. We'll let you see him again later. He needs to sleep."

Peter looks at Coulson, a little freaked out by the suggestion.

PETER: "NO! I don't want to SLEEP! I think I've had my eyes closed long en-"

Peter looks down, tired and unnerved.

PETER: "I'm sorry, I didn't mean to snap. I'm just... if I close my eyes, I just don't want feel like I won't open them ag-"

Peter can't even finish. Mary Jane still gently has a hold on Peter's hand. Coulson stands by her and gently puts a hand on her shoulder.

MARY JANE: "Oh, Peter."

COULSON: "Miss Watson? This way, please. I promise you can all have a regular visit with him later."

Coulson walks Aunt Anna, Mary Jane and Aunt May out into the hall. Mary Jane has her hand over her mouth, trying not to cry, and Anna has her arm around her niece.

AUNT MAY: "You're such a polite man, Mr. Coulson. I sure hope you catch whoever was RESPONSIBLE for all this."

COULSON: "Don't worry, Mrs. Parker. We're pretty sure we know WHO did this, and we have him in custody."

Coulson stops as he hears his earpiece switch on.

FURY JR. (on earpiece): "No, we DON'T."

COULSON: "Sir?"

FURY JR. (on earpiece): "Sorry to interrupt, but we have a problem-"

* * *

In the white void, Doc Ock looks around, puzzled.

FURY JR. (narrates): "- Octavius is GONE."

OCK: "What is this place?"

Doc Ock looks around, puzzled. Dr. Strange approaches from behind.

OCK: "Where am I?"

DR. STRANGE: "Hello, Octavius."

Ock turns to see Dr. Strange.

OCK: "Doctor Strange?"

STRANGE: "I brought you here. We need to have a discussion."

OCK: "You know what's happened to me? Where are we?"

Dr. Strange moves a few steps closer to Doc Ock as he explains.

STRANGE: "In a realm with no name. It's very much like limbo. Some mutual FRIENDS of mine made me aware of its existence. About MUCH, actually. They were the ones who brought you back to your old body and gave it new powers."

OCK: "But how? WHY? Where is Parker?"

STRANGE: "In a hospital in Midtown. He's weak, but ALIVE."

Ock extends his upper right tentacle to Dr. Strange and its pincers grab Strange by his throat.

OCK: "I - I need to know who these people are! I DEMAND some answers!"

STRANGE: "Come now, Octavius, we both know there's no need for violence, and we both know you wouldn't hurt me anyway. I'm well aware you intend to make up for what you've done. As for answers, she wants to explain what's going on herself."

OCK: "SHE?"

Doc Ock takes his tentacle's pincers off of Dr. Strange's throat and he turns to his right.

WOMAN: "Hello, Octavius -"

Ock looks over to see Cassandra Webb, a.k.a. Madame Web, seated on her life-support chair.

WOMAN/MADAME WEB: "- we have MUCH to discuss."

* * *

In the Helicarrier, Nick Fury Jr. walks down the hall with a bearded, red-headed Agent.

FURY: "We've got extra security at the hospital with Coulson to watch over Parker. I want every agent not on assignment to start a search for Octavius and run a scan on how he got out of his cell."

AGENT: "Yes, sir."

Fury taps the talk button on his headset.

FURY: "Attention all agents and super-heroes on active comm-links: Otto Octavius has escaped SHIELD custody, and Peter Parker is ALIVE and resting in a Midtown hospital."

* * *

Over the city, Captain America pilots the Quinjet, with Wolverine in the co-pilot seat and Black Widow, Hawkeye, Bruce Banner and Scarlet Witch in the seats behind them. They look shocked by what they've heard, while Cap and Wolverine exchange stern looks.

FURY (on headset): "He's too WEAK to have any VISITORS at the moment, but while we don't know HOW he's still alive, we do know that he was dropped off at the hospital by SPIDER-MAN."

* * *

Elsewhere, Black Cat is on a rooftop, her right hand on her earpiece. Her left hand is over her mouth, barely covering her smile, as tears well up in her eyes.

FURY (on headset): "If ANYONE gets a sighting on SPIDER-MAN, bring him HERE, UNHARMED, so that I can have a few words with him about what's going on."

* * *

In the Baxter Building, the Fantastic Four stand in costume in Reed's laboratory and they look surprised by what they've heard. Johnny can't hide his smile.

JOHNNY: "I can't believe it! Peter's alive! I just wish I knew who that OTHER Spider-Man is, though."

REED: "We'll find out somehow, Johnny. I promise you that."

* * *

Fury walks down the hallway of the Helicarrier as he goes to the monitor room.

FURY: "It's going to take a lot of paperwork to get Peter's affairs back in order - social security, bank accounts... resurrections are always such a pain in the ass."

Fury taps his headset's button to talk.

FURY: "Agent Coulson, report."

COULSON (on headset): "Mrs. Parker just left with the Watson women to meet up with her husband. They'll be called back when Peter's in better shape."

FURY: "What shape IS he in?"

* * *

In the hospital, the elevator doors open and Coulson walks onto the ground floor.

COULSON: "From what we know, he's mostly just exhausted. There are a few bruises, but he's healing quickly. Even those cuts from the razor bats are healing up and won't even scar."

FURY (on earpiece): "What about the press?"

Coulson stands in the hall as he looks at the main entry/exit doors. There are several policemen and a few SHIELD agents keeping a gang of reporters, photographers, cameramen, etc., from getting through.

COULSON: "My back-up's got them in the waiting room, but the secret's out. They know Peter's alive."

* * *

In the monitor room, Fury looks away, upset.

FURY: "Which means it's probably all over the news channels now. Keep a close eye on Parker. There's no telling WHO might be wanting to check up on him."

* * *

Coulson nods, walking to the elevator.

COULSON: "Understood, sir."

* * *

A tall skyscraper is built by the waterfront.

VOICE: "Impressive, wouldn't you say?"

* * *

Inside his office, a security guard stands near the Kingpin, who is dressed in a business suit. The office is enormous, with a series of monitors and a laptop placed on a desk in the middle of the room, an elevator on either side wall, etc.

VOICE/GUARD: "We added in every feature you wanted. Secret exits, state of the art security systems, it's all here."

KINGPIN: "Excellent. This should serve as a suitable new base of operations. Now that I've acquired my new accounts and henchmen, I have all the resources I need to expand my empire."

Kingpin turns around as he hears the back door open.

KINGPIN: "Speaking of resources, have you found everything that you require, Smythe?"

Smythe enters the room, no longer with metal skin but now in his Ultimate Spider-Slayer form.

SMYTHE: "See for yourself!"

Kingpin smiles as Smythe walks over to a vacant wheelchair by the desk.

KINGPIN: "I see you went back to your Ultimate Spider-Slayer form."

SMYTHE: "I still have all of my spider-powers and spider-sense, but I've made a few new adjustments..."

Smythe's Ultimate Slayer form starts to fade into his skin, showing his normal face underneath.

SMYTHE: "... and a few surprises added in."

Kingpin smirks. Smythe looks like his normal human self, clad in a shirt, pants, socks and sneakers, as he sits in the wheelchair.

KINGPIN: "Why would you want to assume this form?"

SMYTHE: "Given my last encounter with Spider-Man, when my metal skin was damaged, it took me weeks for my legs to heal. But while I can walk again, I installed special monitors into my legs that let them go limp whenever I wish."

Smythe smiles as he grabs a clipboard from the side of his wheelchair.

SMYTHE: "Whether I'm in this wheelchair or whenever I wish to be out of my Ultimate Slayer form, I can easily fool people into thinking the Ultimate Slayer form is actually an android and make them think I've lost the use of my legs again."

Smythe smiles at Kingpin.

SMYTHE: "Revealing that I really AM the Ultimate Slayer will be something I only share with my VICTIMS before I deliver the FINAL BLOW to them."

Smythe holds up the clipboard, which holds a piece of paper with a list of names written on it.

SMYTHE: "As a token of my gratitude for allowing me to work with you and to keep my secret, I've decided to SHARE a small list of some recent CLIENTS that would be glad to work with you."

Kingpin looks over at the list of names on the paper.

KINGPIN: "SCORPION. SHOCKER. BEETLE. These candidates should work out nicely for my future assignments and will be worthy replacements considering Jack O'Lantern's recent murder."

Smythe looks at Kingpin firmly.

SMYTHE: "What DID happen to Jack O'Lantern, anyway?"

KINGPIN: "I do not know. But I will find out. Mark my words."

* * *

A short time later that afternoon, a special effects studio stands in the Lower East Side. The sign on the roof reads WONDER STUDIOS.

* * *

Inside the studio building, Quentin Beck - dressed in a T-shirt, jeans, socks and sneakers - sits in his office at his work table. Beck is looking at his laptop and he rubs his chin.

BECK (thinking): "I don't get it. There's nothing on the security cameras, no signs of entry. Whoever went in that warehouse didn't leave so much as a footprint behind."

Beck signs off his laptop.

BECK (thinking): "Though I should be grateful to whoever it was that turned that psycho's head into a jack o'lantern, I should have been the one to kill him. I owed it to do the job -"

As the laptop shuts off, he can see his reflection in the screen. But this time, his reflection again shows Beck missing the upper right half of his head and the pupil of his left eye, his only eye, his now red.

BECK (thinking): "- my -

Beck stumbles back in horror, which makes him start to fall back.

BECK: "AAAAH!"

Beck has fallen out of his chair and he hits the ground.

BECK: "Uhh!"

Beck stands up and he looks at the laptop.

Beck sees his reflection. It's normal again.

BECK: "What WAS that?"

Beck turns around, shocked, as he hears a voice from behind.

VOICE: "So you DID see our little message."

Two people dressed as Jack O'Lantern and Mysterio stand several feet behind Beck's chair.

VOICE/MYSTERIO: "We're touched you wanted to do the honors yourself."

BECK: "MAGUIRE? BERKHART? Is that YOU? But... you're DEAD."

Mysterio grabs his helmet and Jack O'Lantern grabs her pumpkin head. They pull them off to reveal their true faces.

MAGUIRE: "So were you... once."

Beck is shocked to see Mysterio revealed as Daniel Berkhart and Jack O'Lantern revealed as Maguire Beck. Both are deathly pale, zombie-like, and they have red pupils.

MAGUIRE: "That's why we're here, dear cousin. We need you to help us with a special project."

* * *

In Hell's Kitchen, Daredevil is on a rooftop, overlooking the city and standing guard.

MAGUIRE (narrates): "There's been a CHANGE taking place as of late. You may have already seen some people not quite acting like themselves."

* * *

Inside the Daily Bugle's broom closet, Phil Urich buttons up his shirt over his Hobgoblin outfit, grinning to himself.

MAGUIRE (narrates): "Good men are turning bad..."

* * *

Inside a laboratory, the Red Skull looks over a list of addresses on his laptop.

MAGUIRE (narrates): "... and some bad men are turning WORSE."

* * *

Inside a bedroom, Cyclops looks at himself in the mirror, grimly.

MAGUIRE (narrates): "No matter HOW they were changed, some after been affected so deeply, that they have been altering EVERYTHING."

* * *

Back in the office in Wonder Studios, Berkhart and Maguire smile at Beck.

BERKHART: "However, none of them have made a contribution to the change like YOU have, Quentin. YOU were the one who helped make all of this possible."

BECK: "What are you talking about?"

The three look surprised as they hear a different voice inside the room.

VOICE: "No."

BECK: "What? NOW who's talking?"

Beck starts to glow with white light.

VOICE: "WE need him."

BECK: "What are you-"

Beck has vanished. Maguire and Berkhart look shocked.

MAGUIRE: "QUENTIN!"

Maguire and Daniel look livid.

MAGUIRE: "Who took him?"

BERKHART: "Let's find out."

* * *

Beck reappears in the white void. He looks around, surprised. He doesn't notice Dr. Strange behind him.

BECK: "What just happened?"

MADAME WEB: "Excuse us, Mr. Beck..."

Beck turns to see Dr. Strange and Madame Web.

MADAME WEB: "... but we can explain that."

STRANGE: "Just as we explained to Dr. Octavius. He would have stayed to see you, but he has other business to attend to for now. Under any normal circumstances, we'd be taking you directly to jail instead of here. For now, we need you to HELP us."

BECK: "Dr. Strange? Madame Web? What are you guys talking about? Why should I help either of you?"

Madame Web eyes Beck firmly.

MADAME WEB: "Because I can give you answers. You're the key to ALL of this, Beck... and you DESERVE to be told the truth."

* * *

In the Daily Bugle, Joe Robertson sits at his desk. He's looking at the widescreen TV that hangs on the wall and he sees a reporter, Rick Reynolds, on the screen. Rick is mid-40s, has black hair, a mustache, and is wearing a business suit. The screen reads BREAKING NEWS: PETER PARKER ALIVE!

REYNOLDS: "While it's unclear how his death was faked or why, police on the scene confirm that Horizon Labs scientist Peter Parker is very much alive."

Robbie grabs his phone as he hits redial.

REYNOLDS: "Mr. Parker is in good condition, but is resting and recovering from his injuries after being attacked by an unknown assailant."

Robbie holds his cell phone to his ear.

ROBBIE: "You seeing this?"

* * *

In his office, Jameson sits behind his desk and watches his flat screen TV on the wall to his right.

JAMESON: "Yeah. Can't believe it. Parker's ALIVE? Why in the hell would anyone fake the kid's death? And why is SPIDER-MAN always involved every time that kid gets into trouble?"

* * *

Back in the Bugle, Robbie watches the TV screen.

ROBBIE: "That's what we're going to find out, Jonah. We hear anything else, we'll keep you in the loop."

JONAH (on phone): "Thanks, Robbie. Got to get going, I've got a meeting to get ready for."

Robbie smiles to himself.

ROBBIE: "I understand, Jonah. Talk to you later."

* * *

Jonah hangs up the phone and he looks at the TV.

Jonah looks at his TV screen. He sees footage of Spider-Man in the hospital as he hands the injured, barely conscious Peter over to a blonde doctor.

Jonah looks down as he moves his hand to cover his eyes. He can't fight back the tears.

JONAH: (voice lowered) "Can't believe it."

* * *

Back in the Bugle, Robbie looks down at his cell phone as it lets out a RING.

Robbie holds his phone to his ear.

ROBBIE: "Hello?"

NORAH (on the phone): "Robbie? This is Norah. I just spoke to a gravedigger at the Ditko Cemetery..."

* * *

In a cemetery, Norah Winters stands by a tree, clad in a jacket over her shirt, jeans, socks and sneakers. Norah looks over to her left. In the distance, there are two headstones that have been destroyed and the ground dug open in front of them.

NORAH: "... and two of the dead bodies there just WALKED AWAY from the cemetery about twenty minutes ago."

* * *

That night, in Forest Hills, the lights are on in the Watson home.

VOICE: "Thank you for joining us for dinner."

* * *

In the dining room, Aunt May, Jameson Sr., Aunt Anna and Mary Jane are seated at the table, just having finished their plates of food. It was Anna who previously spoke and Jameson Sr. looks at her with a big grin.

JAMESON SR.: "Are you kidding, Anna? I ought to be thanking YOU! This is the first time I've seen May EAT anything in DAYS!"

Aunt May notices Mary Jane. She looks at the table, looking a bit nervous.

MAY: "Are you all right, dear? You've been quiet ever since we got home."

Mary Jane keeps her eyes on the table and she looks like she's about to cry.

MARY JANE: (voice lowered) "I need to go."

Mary Jane looks shocked as she stands up and she sees two of Ock's tentacles reach in from the doorway.

OCK: "Before you LEAVE, Miss Watson..."

Mary Jane, her aunt Anna, May and Jameson Sr. look shocked to see Doctor Octopus in the doorway outside of the dining room. He is wearing his classic green uniform with yellowish-orange gloves, belt and boots.

OCK: "... I was wondering if you could spare a few moments so we might TALK. I have MUCH to discuss with all of you."

* * *

In the hospital, two doctors - the thin, tall, mid-50s DR. KLEIN and the mid-40s, portly, silver-haired DR. HOWARD - stand at the end of Harry Osborn's bed. Harry is hooked up to monitors, which shows his pulse rate and heart beat, and a packet of blood is hooked into his left arm to give him a transfusion.

HOWARD: "Have we got an ID on this John Doe yet?"

KLEIN: "Not yet. I'm surprised by how quickly he's making a recovery after that surgery."

Dr. Howard fixes his glasses as he looks at Harry.

HOWARD: "I know, the guy's a lot STRONGER than he looks. The nurse only had to give him two transfusions - pretty surprising considering all the blood he lost."

KLEIN: "Has he woken up yet?"

The two doctors look at one another.

HOWARD: "Not yet. He's remained unconscious since he was brought in."

VOICE: "Excuse me."

Dr. Klein and Dr. Howard look over to see Agent Jensen, in a jacket, T-shirt, jeans, socks and sneakers, walk into the room.

KLEIN: "A visitor? You know who this John Doe is?"

VOICE/JENSEN: "Yes, we're old friends. His name is JAMES KOEPP. I was wondering if I could see him?"

Dr. Howard nods as he stands in front of Jensen.

HOWARD: "All right, but you can only stay for ten minutes. Visiting hours are almost up."

JENSEN: "I understand, thank you."

Dr. Howard and Dr. Klein walk out of the room and into the hallway. Jensen watches them leave.

Jensen walks over and stands next to Harry's bed. She pulls out a small scanner from within her jacket.

Jensen takes Harry's left hand and gently puts his thumb on the scanner device.

Jensen taps the hidden earpiece in her right ear with her free right hand. The scanner lets out a BEEP BEEP as it finishes its scan.

JENSEN: "DNA match confirmed, Director Fury. We found Harry Osborn."

NICK FURY JR. (on earpiece): "What about his son? Is he in the hospital?"

Jensen looks at the scanner held in her hand.

JENSEN: "Doctors said Harry was the only survivor, sir."

FURY (on earpiece): "Aw, damn it. I'm pretty sure I know WHO caused that explosion. Anything left over in what was left of his apartment linking Norman Osborn to the explosion?"

JENSEN: "Not yet, sir. There was a..."

Jensen looks at the scanner. She looks a bit surprised.

FURY: "Agent Jensen?"

JENSEN: "Director Fury, we have a problem. The scanner picked up something on Osborn's blood sample..."

Upon closer look at the blood packet that's hooked up to Harry's arm, there is a dim, dark green tinge in certain parts of the blood.

JENSEN: "... it's picked up traces of GOBLIN SERUM, sir."

* * *

Meanwhile, a private jet is flying through the night sky, over the ocean.

* * *

Seated in the jet, Norman Osborn holds his cell phone to his ear, dressed in a business suit. A bodyguard sits behind him, holding something in his arms that's wrapped in a green blanket. Osborn has a laptop set on his lap.

NORMAN: "My apologies for the delay. I had a little FAMILY problem to attend to. Do you have everything ready for tomorrow?"

Norman smiles, hearing the response from the other end. The reply was just what he wanted to hear.

NORMAN: "Excellent. I'll meet you as soon as I arrive."

Norman hangs up his cell phone. He looks back at his laptop.

Norman sees an email pop up in his mailbox. The subject reads IN REGARDS TO PETER PARKER - READ ASAP.

Norman has clicked open the email. He looks angry.

NORMAN: (voice lowered) "No."

* * *

The moon shines over the hospital in Midtown.

* * *

In room 206 of the Midtown hospital, Peter lies on his bed.

There is a dim glow of white light and the shadow of a man appears on the wall. Peter opens his eyes, looking at the foot of his bed.

The white light is gone. Standing at the end of Peter's bed is Spider-Man.

SPIDER-MAN: "I was hoping I'd get the time to see you alone."

Peter sits up on his bed.

PETER: "What-"

SPIDER-MAN: "Relax. I'm just here to talk. It's so good to see you, Pete."

Peter looks at the Spider-Man standing in front of his bed.

PETER: "You... You were the one that was with Dr. Strange when he resurrected me."

SPIDER-MAN: "We did it with a little help from some friends, Pete."

Peter eyes Spider-Man for a moment. Something about him seems so familiar.

PETER: "Your voice, it..."

Peter eyes Spider-Man, puzzled.

PETER: "Who are you? Why did you help me? How long have you been Spider-Man?"

SPIDER-MAN: "Not long. You gave DOC OCK that title for a while, but since he went back to his own healed body, I put on the webs in your absence. Well, THEY asked me to be Spider-Man, anyway. Not that it was the FIRST TIME I'd worn this costume or anything. As for who I am... well... this may be a bit of a shock."

Peter gives him a skeptical smile, amused by what he's just heard.

PETER: "I died in the body of my most persistent enemy, I went to Hell where I saw my loved ones suffer and I've just been brought back from the dead. How shocking could seeing your real face be?"

Spider-Man just looks at Peter for a moment, silent.

Spider-Man grabs his mask with his left hand and he lifts it up to unmask himself.

Peter just stares in utter shock as he sees Spider-Man's face for the first time.

PETER: "Oh my God..."

The unmasked Spider-Man looks at Peter, showing his familiar face. The man is Ben Reilly, his hair dyed blond and a smile is on his face. Peter stares at Ben in utter shock.

PETER: "Ben?"

**a/n: The flashback of Peter (in Doc Ock's body) dying in the arms of Doc Ock (in Spidey's body) took place in "The Amazing Spider-Man" #700.**

**NEXT TIME: As Peter has a talk with Ben Reilly about what's going to happen and how Ben is alive, Spidey's friends and foes undergo some changes. What plans does Kingpin have next? What are Smythe's plans? What happens to Harry Osborn now? What happens when Doc Ock finally has his talk with Peter's loved ones? Who are the two super villains that have just come back from the dead? All of these questions WILL be answered in chapter 6: EXPLAINING TO DO.**


	6. Chapter 6 - Explaining to do

In room 206 of the Midtown hospital, Peter Parker sits up on his hospital bed. He can only stare at the unmasked Spider-Man, Ben Reilly, who stands at the end of his bed.

BEN: "Hi, Pete."

Peter just stares at Ben in disbelief.

PETER: "No. No. I saw you die! Your body degenerated and turned to dust!"

BEN: "I know. I was told what you thought happened to me."

Ben stands at the end of Peter's bed, letting out a sad smile.

BEN: "Pete, I haven't seen you since the night I 'died.' After I saw Norman Osborn alive, he knocked me out and then he left me alone for a short time to do WHO KNOWS WHAT."

* * *

Flashback, showing Jackal dragging an unconscious Ben Reilly, in his battered Spider-Man uniform.

BEN (narrates): "While Osborn was gone, that's when the JACKAL made his move. He didn't want me dead. After all, he'd worked so HARD to make your life miserable and he didn't want old Norman to KILL his 'LITTLE BOY'."

Flashback, showing an unmasked Green Goblin holding Peter in his right hand, fully dressed as Spider-Man, and in his left hand he holds the second Ben Reilly, unmasked and in his torn Spider-Man outfit.

BEN (narrates): "So Warren came up with his own solution: he had a stand-by clone of me all ready to go. He was originally going to use him as a scheme to turn us against each other, though I'm still not sure as to WHY he wanted that to happen. Instead, he slapped a spare Spider-Man costume on him, he had him 'wake up' to find out Osborn's plans, and when he did, Norman beat him up and dragged the clone over to show you that 'I' was really the clone all along and he wanted YOU to suffer for 'killing his only son'."

Flashback, showing Spider-Man setting Ben Reilly down on a rooftop as he turns to dust.

BEN (narrates): "Jackal didn't really want you to know you were the real Peter all along, but since that clone of me turned to dust after he died, you found that out for yourself."

* * *

Back in the hospital, Peter looks at Spider-Man, puzzled, and Ben quickly holds up both hands.

PETER: "Wait, so if that was a clone of you, then does that mean-"

BEN: "No. No. NONONONONO! I'M the clone, Pete. YOU'RE the real Peter. TRUST ME. I was shown proof of that. It's best not to go second guess or go into THAT topic again."

Peter looks at Ben, puzzled.

PETER: "So what happened to you?"

BEN: "Well, I've been kept in one of Jackal's secret labs ever since. I've spent the last few years... don't know how many really, it feels like DECADES... trapped in a heavy duty jail cell, being fed and watched by security. The cell was so high-tech, it wouldn't even let me close enough to the windows or the ceiling's air vents without hitting me with sleeping gas."

* * *

Flashback, to Jackal's warehouse. In the high-tech prison, it is Ben that is seated in the cell, wearing a T-shirt and shorts.

BEN (narrates): "I was trapped, Pete. I had no way out. And the creepiest part was, he didn't even hurt me. Not once. Not an experiment, not a test... he just wanted to keep me safe so nothing would happen to me. After being out in the world, he thought it was too 'dangerous' for me to do whatever I wanted, go wherever I wanted. So he let everyone think I was dead and decided to do his best to 'take care of his kid'."

* * *

In the present, Ben keeps his eyes on Peter.

BEN: "I only got to show up again because of you, because they wanted me to help you."

PETER: "Who are 'they'? Ben, what's happening?"

Ben shakes his head.

BEN: "Sorry. That's not for me to explain. Wish it was. But I can say that there are three people involved... Doctor Strange, Madame Web, and the man that asked for their help. Never saw him before. He's kind of a newbie. He wants to be anonymous for a while longer until he can fix everything."

Peter looks puzzled.

PETER: "Fix what?"

BEN: "He wants to show you what was changed for himself. Can't give away too much."

Ben eyes Peter firmly, but he also tries not to look nervous.

BEN: "But it's everywhere, Pete. It's spreading. And the only one who can stop it... REALLY stop it... is you."

* * *

In the Parker home, Jameson Sr., Aunt May, Aunt Anna and Mary Jane look at Doctor Octopus as he enters the dining room to join them.

AUNT MAY: "Oh my-!"

AUNT ANNA: "Get out of my house! You're NOT welcome here!"

Ock eyes them firmly, extending his tentacles out to them. His upper left tentacle takes the cell phone out of Aunt Anna's hand, the lower left tentacle takes the phone out of Jameson Sr.'s hands and the upper right tentacle takes the IPhone out of Mary Jane's hand.

OCK: "Forgive me, but I'm afraid I must insist. No phone calls for help, no texting..."

Ock wraps one tentacle around each person's waist and he lifts them a few feet up off the floor.

OCK: "... not until AFTER I tell you the truth. I need you to know what happened to Peter."

Aunt May looks at Doc Ock, shocked by what he's said.

MAY: "You know? How do YOU know? Did you do that to him? Did you attack him? and make everyone think he was dead?"

OCK: "I didn't attack him. But I'm afraid that Peter WAS dead. And he was dead for longer than you realize."

Mary Jane looks at Ock in realization, while May looks upset.

MARY JANE: "Are you-"

MAY: "What do you mean? What are you talking about?"

Ock frowns, looking remorseful.

OCK: "I WAS Peter Parker, dear lady. I LIED to everyone."

May, Anna, Jameson and Mary Jane just stare at Ock. None are as shocked as Aunt May.

MAY: "What?"

Ock looks at May, ignoring the others.

OCK: "I was dying. I couldn't cure my condition. I didn't want to die. I was WEAK, physically AND emotionally."

May looks puzzled as Ock explains.

OCK: "I discovered a way to transfer my mind into another body. I wanted a young, strong body so that I could start over again and go on living. I chose PETER PARKER."

Close-up on May, who looks at Ock in shock and horror.

OCK: "I got all of his memories and knew all of his dark secrets, his fondest wishes, his deepest desires. I knew of all the times Flash Thompson picked on him in high school. When he lost his dear Uncle Ben from a fatal shot from that BURGLAR. All of the times you'd make him those WHEATCAKES for breakfast he was so fond of."

Ock briefly looks down, trying to keep calm.

OCK: "I had what I'd always wanted: to be a GOOD MAN. To have FRIENDS, FAMILY, people who cared about me and loved me. He had the perfect life, the life I could have had... once."

Jameson Sr. looks upset at Ock.

JAMESON SR.: "You can't be serious. How do we...?"

OCK: "Thanks to Peter, I now had a job working as a scientist..."

Mary Jane looks at Doc Ock, upset.

OCK: "... I had the love of a good woman..."

May stares at Ock, tears welling up in her eyes.

OCK: "... and a doting AUNT who would always be there for me."

MAY: (whispers) "Oh, God... no."

Ock still stares at Aunt May.

OCK: "I lost myself. I honestly felt terrible for what I had done. If I could have taken it back, I would have-"

MAY: "Stop it!"

Doc Ock looks at May, who is getting more upset and heartbroken by the second.

OCK: "I'm sorry. I don't expect your forgiveness. I don't see how I can be forgiven. I just-"

MAY: "STOP IT!"

May covers her ears and shuts her eyes tight as she shouts. It's too much.

MAY: "STOP IT!"

Ock frowns at May.

Ock lowers Aunt May, Mary Jane, Aunt Anna and Jameson Sr. to the ground with his tentacles. He eyes them sadly.

Jameson Sr. picks up his cell phone from the ground.

JAMESON SR.: "I'll call the police!"

OCK: "May- Mrs. -"

SLAP! May smacks Ock across the face.

MAY: "SHUT UP!"

May points out of the dining room, shouting right in Ock's face.

MAY: "YOU HORRIBLE MAN! GET OUT! GET OUT OF THIS HOUSE! HOW COULD I HAVE EVER THOUGHT YOU WERE A KIND, SWEET MAN?! GO AWAY! I NEVER WANT TO SEE YOU AGAIN!"

AUNT ANNA: "No, May! He needs to be arrested!"

Ock takes a step back, trying not to cry.

OCK: "She's right."

Ock looks down, his tentacles lying down on the floor at either side of him. Mary Jane looks puzzled by his reaction.

OCK: "I'll just stay here and wait for the authorities. They'll lock me up. You'll never see me again."

May looks away, so upset that she's lightly shaking.

MAY: "I - I can't even LOOK at him! This is - this is just so-"

May covers her hand with her mouth. She starts sobbing.

Aunt Anna holds May in her arms and she sobs on her shoulder.

AUNT ANNA: "Oh, May."

Mary Jane steps back to join them, looking puzzled. Doc Ock glows with a white light.

MARY JANE: "May..."

The others look at the doorway and see Doc Ock vanish, teleported away.

Jameson Sr. looks shocked by Ock's disappearance.

JAMESON SR.: "Where is he?"

* * *

In the white void, Doc Ock appears. Quentin Beck, dressed in his original Mysterio costume with cape and holding his helmet, stands next to Dr. Strange and Madame Web.

OCK: "No."

Doc Ock turns around to face them.

OCK: "NO! I was waiting to be arrested! I was going to make amends! Why did you bring me here?"

BECK: "Well, it's nice to see you too."

Ock stops as he notices Beck with them.

OCK: "Oh... Hello, Quentin."

BECK: "Hello, Otto. You certainly have CHANGED since I last saw you. You're here for the same reason I'M here. I'm going to atone for the part I played in this."

Ock looks at Beck, puzzled.

OCK: "So they've recruited you for the cause. How are YOU involved in this?"

BECK: "I'll explain later. For now, we have a problem."

Beck steps back to join Madame Web.

MADAME WEB: "Some of Spider-Man's old enemies have recently come back from the dead, Octavius, but we were NOT involved. They're likely back to stop us..."

Madame Web eyes Ock firmly.

MADAME WEB (cont'd): "... and to keep Peter from knowing the truth."

* * *

Back in New York, Scarlet Spider swings over the city, heading towards the hospital.

SCARLET SPIDER: "I can't believe it. Peter is ALIVE."

Scarlet Spider fires another web to continue to swing ahead.

SCARLET SPIDER: "I would have been at the hospital earlier if it wasn't for those would-be BANK ROBBERS. But I couldn't just leave and let those bone-heads get away with that money."

Scarlet Spider swings away on his new web-rope with both hands.

SCARLET SPIDER: "Doesn't matter. I've got to check on Peter."

* * *

Back in the hospital, Peter looks at Ben, puzzled.

PETER: "So what now?"

BEN: "Now, I'm going to get you get some sleep. When you wake up, you should be back at full health. Something about a healing spell put on you before I took you to the hospital, how you heal quicker when you're sleeping than when you're awake..."

PETER: "And you?"

Ben starts to put his mask back on.

BEN: "Hey, SOMEBODY has to play Spider-Man while you're resting. Besides, I haven't been outside in such a long time..."

Ben, now dressed as Spider-Man again, looks at Peter.

SPIDER-MAN: "And it seems like a nice night for swinging."

Spider-Man goes to the window and he fires a web with a THWIP!

PETER: "Be careful out there, Ben. If SHIELD or any of the other fellow heroes of New York catch you out there..."

SPIDER-MAN: "I can handle myself. Besides, they WON'T stop me."

The web has stuck to a nearby rooftop and Spider-Man holds the web with his hands. He pauses.

Spider-Man looks back at Peter.

SPIDER-MAN: "I've missed you."

Peter smiles at Ben.

PETER: "I've missed you too... brother."

Spider-Man nods at Peter.

Spider-Man leaps out the window and he swings away.

SPIDER-MAN (thinking): "He's alive."

In his hospital room, Peter smiles to himself.

PETER (thinking): "He's alive."

Peter lies back on his pillow, suddenly very tired. He is trying to keep his eyes open.

PETER (thinking): "I can't... belie..."

Peter closes his eyes, suddenly asleep.

* * *

Spider-Man swings over the city, firing a web from his left wrist's web-shooter as his right hand lets go of the web-rope.

SPIDER-MAN (thinking): "Man, I never thought I'd be doing THIS again. It's not my identity, though. I'm just the substitute."

Spider-Man continues to swing away and his spider-sense kicks in.

SPIDER-MAN (thinking): "Maybe when this is all over I can go back to dressing up in my old costume as -"

Spider-Man turns around, his spider-sense still going off.

Scarlet Spider tackles Spider-Man and they head right for a nearby rooftop.

SPIDER-MAN: "WHUNF!"

Both Spiders fall and they hit the rooftop.

Spider-Man gets to his feet, rubbing the side of his head.

SPIDER-MAN: "Oh, boy... I forgot about -"

Scarlet Spider grabs Spider-Man by the throat.

SPIDER-MAN: "-HRRK!"

Scarlet Spider lifts Spider-Man up several inches off the floor.

SCARLET SPIDER: "I don't know who the hell you are, but you have some SERIOUS EXPLAINING to do!"

Spider-Man has his hands on Scarlet Spider's wrist, trying to pull his hand off his throat.

SPIDER-MAN: "Would you- ACK - mind letting me - URK - BREATHE first?"

* * *

In a clinic in the Helicarrier, Harry Osborn lies on a bed, hooked up to monitors.

Nick Fury Jr. and Agent Coulson stand at the end of his bed.

FURY JR.: "Did you get the lab results back?"

COULSON: "Just got them, sir. The Goblin serum in his bloodstream is an EXACT MATCH with the new formula that Mr. Fantastic analyzed."

Fury and Coulson look at one another.

FURY: "When Osborn wakes up, we have no idea what kind of condition he's going to be in when he wakes up... or what state his MIND is going to be in thanks to that Goblin serum."

Harry looks at them, groggy but awake.

HARRY: "GOBLIN serum?"

Fury and Coulson look over at Osborn in shock.

FURY: "Oh, crap."

COULSON: "I thought Osborn was sedated."

FURY: "He IS."

Harry rubs the side of his head with his left hand.

HARRY: "What happened to me? Where's Stanley?"

Fury and Coulson look at Harry calmly.

FURY: "Mr. Osborn, please listen to me. You've been in a terrible accident -"

HARRY: "It WASN'T an accident. I SAW the little pumpkin bomb my father left as a parting gift. My son was MISSING when I came back from Peter's funeral."

Coulson and Fury look puzzled by his comment.

COULSON: "Missing? Stanley's not dead?"

HARRY: "DEAD? Who said he was dead? And what's this about a Goblin serum?"

Fury looks at Harry firmly.

FURY: "Oh boy. Mr. Osborn, we can explain... I think."

* * *

On the rooftop, Scarlet Spider still holds Spider-Man by the throat.

SPIDER-MAN: "Let go- UHH - Kaine, let me go-"

SCARLET SPIDER: "You know my NAME?"

Spider-Man looks at Scarlet Spider, shrugging.

SPIDER-MAN: "Well, YOU took my NAME -"

Scarlet Spider just stares in shock.

SCARLET SPIDER: "Ben?"

POW! Scarlet Spider lets loose a right hook that knocks Spider-Man backwards.

SCARLET SPIDER: "NO! BEN IS DEAD!"

Spider-Man lands on his feet, barely recovering.

SPIDER-MAN: "UHH! Not YET, I'm not."

Scarlet Spider shoots webs at Spider-Man

SCARLET SPIDER: "Who sent you? JACKAL, right? I WON'T let you ruin the REAL Spider-Man's life!"

Spider-Man flips over the webbing.

SPIDER-MAN: "WHOA! Seriously, I don't want to -"

Scarlet Spider shoots two new strands of webbing which wraps around Spider-Man's arms.

SPIDER-MAN: "- oh, crap -"

Scarlet Spider pulls and causes Spider-Man to crash-land on the rooftop.

SPIDER-MAN: "OOF!"

Scarlet Spider goes over to Spider-Man, who tries to get to his feet.

SCARLET SPIDER: "You're not going -"

Just as Scarlet Spider grabs Spider-Man by the throat with his right hand, they vanish in a flash of white light.

SCARLET SPIDER: "- anywhere."

* * *

The two Spiders appear in limbo. Scarlet Spider looks around, not seeing Madame Web behind him. Dr. Strange, Mysterio and Doc Ock are not there.

SCARLET SPIDER: "Where are we?"

MADAME WEB: "Kaine! Let him go..."

Kaine looks over at Madame Web.

DR. STRANGE: "He's telling you the truth! Dr. Strange has confirmed it with his magic. Believe me - he IS the REAL BEN REILLY!"

Scarlet Spider's eye lenses widen with shock after hearing this.

Scarlet Spider and Spider-Man look at one another.

SPIDER-MAN: "Told you."

Scarlet Spider lets go of Spider-Man's throat and he stares at him in disbelief.

SCARLET SPIDER: "Ben."

Scarlet Spider hugs Spider-Man.

Madame Web eyes Spider-Man and Scarlet Spider, but she looks dizzy.

MADAME WEB: "I hate to interrupt, but we brought you here for a reason. There's been a..."

Scarlet Spider and Spider-Man go to her side.

MADAME WEB: "... a..."

SPIDER-MAN: "Are you all right?"

MADAME WEB: "I - I'm not quite sure."

Madame Web looks at Scarlet Spider and Spider-Man again.

MADAME WEB: "I'm getting a vision."

Madame Web looks down.

MADAME WEB: "The events yet to come..."

Madame Web sits on her chair, her left hand over her face. Behind Madame Web is a gigantic spider web, and in-between some of the strands of webbing there are images of her visions of the future. Some are smaller than others, but all of them are visible. Among the images, she sees -

- Peter Parker clinging to a wall, removing his shirt to reveal his Spider-Man uniform.

- Bruce Banner, in his torn purple pants, and Betty Ross, in a lab coat over her clothes. Bruce embraces Betty, both have their eyes closed and Betty is sobbing on Bruce's shoulder.

- Captain America is pinned to a wall, held by the throat by Rhino.

- Spider-Man stands unmasked in the meeting room of the Avengers Mansion. Among the seated Avengers looking at Spidey are Captain America, Iron Man, Bruce Banner, Thor, Black Widow and Wolverine. Spidey eyes them firmly.

- A portal has opened up in the middle of Central Park. Loki walks through, in his classic green and gold costume, grinning wickedly from ear to ear.

- Doctor Octopus and Mysterio stand together, with Mysterio's arms folded over his chest, and they are looking at the eastern side of the laboratory of Ock's hideout.

- Shocker and Hydro-Man stand outside of a bank, each holding bags of stolen money. Shocker's left fist is aimed ahead, preparing to fire a blast from his vibro-shock wrist gauntlet.

- Mary Jane lies on her side in a hospital bed, asleep. Her forehead is bandaged, her left eye is blackened and her lower lip bloody.

- The Venom symbiote oozes up the hand of an unknown, muscular Caucasian man.

- The Green Goblin flies over New York, tossing down a pumpkin bomb at an unseen target below.

- A close-up view of Spider-Man's masked face shows Doctor Doom reflected in his eye lenses. Doom's arms are folded over his chest and the white light of limbo is seen behind Spidey's head.

- The bells of a church are ringing and Peter Parker lies on the floor, unconscious and wearing only torn black pants. He's bruised and battered.

- The center image, above Madame Web's head, is of Peter on his knees, weeping as he hugs Mary Jane. She is crouched in front of Peter as she hugs him back, tears rolling down her face.

- Spider-Man swings over New York, away from the Chrysler building and the Fantastic Four follow in their Fantasticar. Human Torch flies through the air to Spidey's right, smiling as he looks at Spidey.

- Hulk has his arms wrapped around a struggling Spider-Man, nearly crushing him.

- Rogue is flying away from Avengers Tower, in her green and yellow uniform with a brown jacket, and tears are welling up in her eyes.

- The Hobgoblin stands in his office and he pulls down his mask over his face, smiling. This appears to be the Roderick Kingsley Hobgoblin, by the looks of the costume and cape.

- Peter Parker is leaping away from a massive explosion, holding his shocked Aunt May in his arms.

- Peter Parker stands in front of the desk of J. Jonah Jameson, his hands in his jacket's pockets and Jameson eyes Peter sternly.

- Cyclops stands in front of Wolverine, giving him a soft but firm look and he holds his hand out to Wolverine. Cyclops is wearing his old blue and yellow uniform and classic ruby-quartz visor he wore during the X-Men comics of the 1990s.

- Ben Reilly - clad in a jacket, shirt, jeans, socks and sneakers - struggles to breathe as the Jackal holds him by the throat, smiling and in mid-laugh.

- Scorpion, in his classic green costume, smashes his tail through the door of an unknown office. His jaw is normal again.

- Spider-Man stands unmasked in front of Dr. Strange. Strange has his hands aimed at Spidey and he looks angry, with blue energy glowing around Strange's hands.

- Spider-Man stands in the living room of the X-Men mansion. Gathered around him are Jubilee, Black Cat, Prowler, Iceman, Firestar, Nightcrawler and Cyclops (in his previously mentioned blue and yellow suit).

- Doctor Octopus leads the original Sinister Six on a rooftop - Mysterio, Sandman, Electro (in his classic suit with his mask), Kraven the Hunter and the Vulture (who is wearing his black and red uniform from Mark Millar's "Marvel Knights: Spider-Man" run).

MADAME WEB: "There are have been so many CHANGES..."

* * *

In his office, the Kingpin sits at his desk. Smythe is at his wheelchair and he looks at his laptop.

KINGPIN: "What have you found?"

SMYTHE: "I've got something on the Ditko Cemetery."

Kingpin looks over at Smythe.

KINGPIN: "Report."

SMYTHE: "The Mini-Slayer I sent hacked into the hidden security cameras and reviewed the surveillance footage."

The laptop shows two images of footage from the cemetery. On the first, Aleksei Sytsevitch, in his classic Rhino costume, is walking away from his open grave. On the second, flying away from his grave on his glider is Demogoblin. The eyes of both men are glowing red.

SMYTHE: "Sytsevitch and Demogoblin are most definitely ALIVE. There's nothing on the cameras showing WHO brought them back, or HOW they came back."

Smythe clicks the security camera footage off and he starts typing on his laptop.

KINGPIN: "We'll find that out soon enough. When you have their location, let me know."

SMYTHE: "Noted."

Kingpin looks at Smythe, who continues to type on his laptop.

KINGPIN: "What about your target?"

SMYTHE: "Don't worry about a thing..."

Smythe looks at his laptop. It now shows an image of a familiar apartment building.

SMYTHE: "... I just need a few more minutes."

* * *

Inside the hallway of an apartment building, Mary Jane walks over and puts her keys in her doorknob.

MARY JANE (thinking): "I hated having to leave Aunt Anna's house like that, but I couldn't help it."

Mary Jane opens the door and enters her apartment.

MARY JANE (thinking): "First the funeral, then finding Peter at the hospital, and now with Octavius coming clean to Peter's aunt May..."

As Mary Jane closes the door, she notices a dim light shining through the left side window of her apartment.

MARY JANE: "Huh?"

Mary Jane turns to the side window and her eyes widen with shock. The lights get closer, shining brighter.

MARY JANE: "Oh my-"

SMASH! The side wall of Mary Jane's apartment crashes down and she is knocked backwards.

Mary Jane lands on all fours and a large shadow looms over her.

MARY JANE: cough, cough

VOICE: "Hello, Miss Watson..."

Mary Jane looks up and she sees the Mark XIV Spider-Slayer standing in front of her, but now it's no longer three-headed and has a lone screen for a face. The Slayer has an image of Alistair Smythe on its screen and two small search lights are hooked onto either shoulder.

SMYTHE: "... It's been a LONG TIME."

**a/n: The flashback of Norman Osborn holding the two Spider-Men and of Ben Reilly turning into dust took place in "Peter Parker: Spider-Man", vol. 1, #75 in 1996.**

**NEXT TIME: Alistair Smythe abducts Mary Jane in his plan to lure out Spider-Man, while Venom gets a heck of a surprise when he finds out who has kidnapped Betty Brant! Kaine and Ben Reilly try to come to terms with what happens next now that Ben's alive, while Norman Osborn makes a special delivery. And when Harry Osborn gets loose and decides to carry out his own plan of revenge, he'll have to get past the last person he wants to fight: Peter Parker, The Amazing Spider-Man! All of this and more in chapter 7: SURPRISES.**


	7. Chapter 7 - Surprises

In the Helicarrier's monitor room, Nick Fury Jr. looks livid as several of the monitors suddenly turn to static. He is wearing an earpiece in his right ear.

FURY JR.: "What the hell is going on?!"

Fury looks over at the SHIELD workers that sit at their stations. Some of the workers have their monitors turned to static as well.

FURY: "We're supposed to have eyes and ears on everything! Why can't we find those super-villains that came back from the dead? And why do the cameras keep going out?"

AGENT: "I'm not sure, Director Fury. The equipment's working fine, but someone doesn't want us looking at these events as they happen."

Fury looks over a muscular, bald SHIELD agent that's seated at his station.

FURY: "What about the agents we sent down to keep an eye on things in the city? We had men stationed at the Ditko Cemetery when those dead villains rose from the grave!"

BALD AGENT: "When they didn't check in, some of our men found them asleep. They didn't see what happened and they weren't harmed, so it's unlikely the villains knocked them out. I don't think they even knew they were there. They don't even remember falling asleep."

Fury looks away and he glances at Agent Jensen, who is seated at her work station.

FURY: "Someone's playing with us and I don't like it one bit. What about CARPENTER?"

JENSEN: "No one has seen her since the night Peter Parker's body was found. She's just... vanished."

FURY: "Perfect."

Fury then catches something out of the corner of his eye and he looks at the monitors. Monitor eight has come back online and is showing footage of New York.

FURY: "Wait. Go back to monitor eight. Close-up on the eastern side of that apartment building."

The camera zooms in on an apartment building, the same building where Mary Jane lives.

Fury watches as the Spider-Slayer Mark XIV shoots a lasso around the now-unconscious Mary Jane's arms and he looks upset.

FURY: "Oh crap."

On monitor eight, the Spider-Slayer flies into the air and carries Mary Jane with it. Fury instantly taps his earpiece.

FURY: "All agents in the Midtown district, I need you to get over to the apartment of Mary Jane Watson immediately! There is a kidnapping in progress! I repeat, there is a kidnapping in progress!"

On the monitor, the Spider-Slayer continues to fly off with Mary Jane. The compartment in the back of the Slayer has opened up and the lasso is pulling Mary Jane up to store her inside.

FURY: "One of Alistair Smythe's Spider-Slayers just abducted Miss Watson with an upgraded Spider-Slayer! All units, proceed to-"

Fury looks upset as the monitor goes to static. The bald Agent is typing on his control console. How unfortunately typical. Just when something important finally shows up, the monitor screen goes back down.

FURY: "NO! Damn it! Can't we get some super-hero support down here?"

BALD AGENT: "Most of the heroes we are in contact with are preoccupied with other super villains at the moment, director. The only available heroes near the area are BLACK CAT and DAREDEVIL."

Fury looks over at the bald agent, just as Coulson looks up from his work station. Fury doesn't notice Coulson's look of shock.

FURY: "Send them out. With Parker in the hospital, we need someone to track Smythe down and save his girl."

COULSON: "Sir, we've got a security breach in the clinic!"

Fury looks over at Coulson, shocked by the news. Coulson watches an image of the clinic. A guard lies unconscious on the floor and the bed that Harry Osborn once occupied is now a mess, the pillows on the floor and the blankets a mess.

FURY: "What? What happened?"

COULSON: "It's Mr. Osborn, sir - he's gone!"

Jensen is typing on her console and Fury looks over at her as she speaks.

JENSEN: "Sir, I'm getting an unauthorized departure from the hangar!"

FURY: "Well, use the override code to bring it back!"

JENSEN: "We can't, sir! The override system and tracking signal have been deactivated! We're also losing visual..."

* * *

Inside a jet, Harry is piloting it away from the Helicarrier. He shakes his head, genuinely surprised by his escape.

JENSEN (narrates): "... we've lost the jet, sir!"

HARRY (thinking): "I don't know how I was able to shut off the computer systems in this thing, or how I'm able to fly it so well."

Harry's pleased look quickly fades, remembering - but not really ever forgetting - what's happened to his son. Harry flies down to the city.

HARRY (thinking): "It doesn't matter. I've got to find out what happened to Stanley. Where did Dad take him?"

Harry looks ahead firmly, angrily, as he pilots the jet.

HARRY (thinking): "Don't worry, Stanley. Daddy's not going to let YOU down. Whatever it takes..."

* * *

Meanwhile, Venom shoots a web and he swings over some buildings in Midtown.

HARRY (narrates): "... I'll FIND you!"

VENOM (thinking): "Hang on, Betty... I'll FIND you!"

Venom looks a bit surprised as he hears his earpiece switch on.

VOICE ON EARPIECE: "Flash? Do you copy?"

VENOM: "Valkyrie? Is that you?"

* * *

Inside the Avengers' Mansion, Valkyrie is in the control room and she is standing at a large computer screen. There is a list of data at the left side of the screen, while the right shows static for its video footage.

VALKYRIE: "I am at the Avengers Mansion. I've got some information in regards to Miss Brant."

VENOM (on earpiece): "You DO? What is it?"

Valkyrie rewinds the footage, showing two SHIELD agents walking to an abandoned apartment complex.

VALKYRIE: "Two SHIELD agents that were looking for Octavius were searching an old apartment complex in Midtown. One of them said they had found Miss Brant, but then contact was lost seconds later."

* * *

Venom continues swinging over Midtown, swinging up higher over the streets below.

VENOM: "I'm in Midtown now. Give me the address and I'll check it out."

VALKYRIE (on headset): "Wait. I shall leave and accompany you-"

Venom ditches his old web rope with his right hand and he shoots out a new web with his left to continue swinging.

VENOM: (interrupts) "If I wait, they could leave and we lose Betty's location! Please, Valkyrie - give me the location!"

* * *

At the old, abandoned apartment complex in Midtown, a lone light shines in a lower level room of building 6.

VOICE: "How much longer do we have to wait?"

* * *

Inside apartment 602, Betty Brant is seated in a chair, her hands tied to the arms of the chair and gagged. Standing around her are two of the Enforcers, Fancy Dan and Ox. A man in the shadows stands nearby. Nothing can be seen about this mystery man, not even his clothes.

MAN: "Be patient, Fancy Dan. Venom will be here to save Miss Brant any minute now. Do you have everything ready?"

VOICE/FANCY DAN: "Ready and waiting, boss. But why did we have to wait so long before we made a move? We could have done this DAYS AGO..."

MAN: "NO, we COULDN'T. He wasn't back yet."

Ox looks at the man in the shadows. Ox looks confused.

OX: "He who? Venom?"

MAN IN SHADOWS: "No. Our MAIN target. Don't worry, gentlemen, it'll all make sense soon enough."

* * *

A short time later, Venom swings over to the apartment complex on his web rope.

VENOM: "Did the agents say which apartment it was?"

VALKYRIE (on earpiece): "No. The transmission was cut off before they could say."

Venom swings past building 7 and he notices building 6. The lower level apartment lights are still on.

VENOM: "I found it. Apartment building six."

VALKYRIE (on earpiece): "How can you be so sure she is there?"

VENOM: "Well, considering it's the only building with the LIGHTS ON, call it a hunch."

* * *

In a Quinjet, Valkyrie pilots it over the city.

VALKYRIE: "I am en route to the complex now."

VENOM (on earpiece): "I'm going in."

Valkyrie continues to fly ahead and she looks concerned as she taps her hand to her earpiece.

VALKYRIE: "I am almost there. Just wait five more minutes and we'll get her together..."

VENOM (on earpiece): "Sorry, Valkyrie..."

* * *

At the apartment complex, Venom lands on the ground in front of building 6.

VENOM: "... but Betty may not HAVE five more minutes."

Venom looks in the window, but he only sees Betty tied to the chair.

VENOM: "I see her. She's alone. I'm going in. When you get to the complex, stand by to pick us up."

VALKYRIE (on earpiece): "Flash-"

Venom taps his finger to his earpiece and turns it off with a CLICK!

* * *

Inside the Quinjet, Valkyrie narrows her eyes, annoyed by the lack of contact.

VALKYRIE: "Why must that WOMAN always keep popping up in his life?"

* * *

At the apartment complex, the door to apartment 602 opens and Venom walks into the apartment.

VENOM: "Betty!"

Venom steps into the room and he looks at Betty.

BETTY: "MMPH! NNH-HHH!"

Venom's face melts away, revealing the real face of Flash.

VENOM/FLASH: "Hang on, Betty, I'll get you out of here in a sec-"

SKREEEEE! Before he can finish speaking, a shot from a sonic blaster hits Venom from behind.

FLASH: "-AAAAAAGGGHHH!"

The man in the shadows is holding the blaster and standing behind Venom, but now he's stepped aside as Ox and Fancy Dan walk in.

MAN: "NOW! HIT HIM NOW!"

Fancy Dan tosses a live grenade right at the surprised Venom.

BOOM! The grenade explodes and Venom is blasted backwards, flying out of the apartment.

The man from the shadows steps out of the apartment, seen from behind and revealing a muscular man with reddish-blond hair, clad in a white shirt, jeans, socks and sneakers. Venom lies on the floor, hurt and dazed from the attacks, and the symbiote he's wearing is writhing in pain.

MAN: "Hello, Eugene."

The man holds his right hand out to Flash, but since he's still seen from behind, his face isn't seen.

MAN: "Please try not to move. Don't make this any more PAINFUL than it HAS TO BE. Enforcers! Put out the flames! I need to reclaim what's OURS!"

Flash looks up, hurt but shocked. The symbiote is starting to separate from his body and it is rising to the man's hand.

FLASH: "You..." (voice lowered) "You're dead."

The man standing in front of Flash is Eddie Brock. His skin is deathly pale and his pupils glow red. The Enforcers have stepped outside with the fire extinguishers and they're putting out the flames left over from the explosion.

MAN/EDDIE: "Not for long, Flash. My death will not be permanent. I will be rewarded with my resurrection soon enough."

The symbiote rises up from Flash, almost completely off his body, and spreads up Brock's right arm to his body.

EDDIE: "But first, I have a mission to perform... and by bonding with my old symbiote once again..."

As the symbiote bonds onto Brock's body, the left half of Brock's head changes to the classic Venom face.

EDDIE/VENOM: "... WE WILL KILL SPIDER-MAN!"

With the symbiote fully bonded, Brock is now the classic Venom again, his arms raised in triumph and his tail wagging out of his smiling, fanged mouth.

VENOM: "AT LAST! WE ARE TOGETHER AGAIN! THE _REAL_ **VENOM** LIVES AGAIN!"

Reunited with his old symbiote once more, Brock/Venom looks over at the Enforcers as he lowers his arms. Fancy Dan points at Betty, who is struggling against her bonds.

VENOM: "We intend to keep our end of the bargain. Follow us to receive your reward."

FANCY DAN: "What about them? Want me to finish 'em off?"

VENOM: "No. Valkyrie is on her way to pick them up. Let her. Flash can't stop us. Besides, we have more important matters to attend to..."

Venom walks off with the two Enforcers down the lawn and to a helicopter that's parked in the distance.

VENOM: "... and an old FRIEND to reunite you with."

* * *

On a rooftop in Midtown, Black Cat and Daredevil are on patrol. Black Cat has her arms folded over her chest and she smiles at Daredevil, who looks skyward.

BLACK CAT: "Funny the way we keep bumping into each other. People might think we were HOOKING UP."

DAREDEVIL: "We'll talk about socializing later. We have a job to do."

Black Cat looks at Daredevil, suddenly serious. He still looks at the sky.

BLACK CAT: "On the subject, any luck?"

DAREDEVIL: "Nothing. The trail's gone cold. Smythe did an impressive job covering his tracks."

BLACK CAT: "This is hardly the time to be impressed."

DAREDEVIL: "I'm more annoyed than impressed. Smythe's never been THIS good at hiding from my radar sense."

Black Cat frowns as she taps her earpiece.

BLACK CAT: "Fury, it's Black Cat. We lost the Slayer's trail. Do you have anything?"

FURY (on earpiece): "Nothing. No sign of either Osborn. Nothing on that new Spider-Man, either."

BLACK CAT: "When do we get the Avengers looking for Osborn?"

* * *

In the Helicarrier's monitor room, Fury looks over at the footage of New York on the monitors.

FURY: "They're a bit preoccupied with the new Masters of Evil at the moment, but Stark's got his own systems running searches for Norman's location. We'll be in touch."

COULSON: "Director Fury..."

Fury turns around to face Coulson, who is seated at his monitor station. Coulson eyes Fury firmly.

COULSON: "... Valkyrie just sent us a message. Flash has been attacked and his symbiote was taken by Eddie Brock."

FURY: "Great. Another lunatic back from the dead. Where are they now?"

Coulson looks back at the screen.

COULSON: "Valkyrie's taking him here to the clinic with Betty Brant. We're trying to get a lock on where Venom and the Enforcers are heading, but we don't have a visual on them."

FURY: "Big surprise."

* * *

In his control room of his new hideout, Kingpin looks over at Alistair Smythe. Smythe still sits on his wheelchair and he watches a video screen on his laptop. It shows the Slayer flying with Mary Jane, who is still inside the Slayer.

KINGPIN: "Is the Slayer at the drop point yet?"

SMYTHE: "It will be, in five minutes. The Mini-Slayers are already there waiting for their arrival."

Kingpin nods at Smythe.

KINGPIN: "And what about the other Slayers for my new project?"

SMYTHE: "Construction is nearly complete. The new weapons you specified are being installed."

Smythe looks at his laptop screen. It now shows footage of three past Spider-Slayers - the Scorpion Slayer, the Tarantula Slayer and the Black Widow Slayer.

SMYTHE: "Within the hour, you'll have your upgraded Spider-Slayers ready for use."

Kingpin smiles as he walks to his desk.

KINGPIN: "Excellent. Begin work on the next Slayer immediately. I want it ready in case Spider-Man shows up."

SMYTHE: "Consider it done."

Smythe looks up from his laptop to Kingpin, visibly curious.

SMYTHE: "What ARE you planning, anyway?"

Kingpin looks over at Smythe and he smiles.

KINGPIN: "My COMEBACK."

* * *

In the early morning, a large apartment building stands in a small city in Europe.

VOICE #1: "How'd you find the little guy?"

VOICE #2: "He was the only survivor of a horrible EXPLOSION at his home."

* * *

Inside the building, two men walk down the hallway of the second floor to an apartment, seen from behind. The first man is a father - mid-40s, thin, tall with short brown hair. He's dressed in a long-sleeved shirt, jeans, socks and shoes. The second man has on a brown trench coat and fedora.

VOICE #1/FATHER: "It's a miracle the boy survived without so much as a scratch on him. If only the same could be said for his father."

VOICE #2: "Well, keeping the boy safe is all that matters now."

The two men stand at room 213. The father unlocks the door with his key while the second man is seen holding something in his arms, wrapped in a green blanket.

VOICE #2: "Thank you for taking him in."

FATHER: "Are you kidding? We've been WANTING another baby. We were grateful you gave us our little GIRL to raise like our own."

The door opens and the Mother sits on a couch, clad in a T-shirt and jeans. She's playing patty cake with her daughter - a few years old, with brown hair and wearing a red dress and blue socks.

MOTHER: "Neil! You're home early!"

VOICE #2: "My, my, your little girl has gotten BIG since I LAST saw her, hasn't she?"

The man approaches, showing the ladies his face. It's Norman Osborn.

VOICE #2/NORMAN: "Hey there. Remember your UNCLE NORMAN?"

Norman walks over and he approaches a little girl, a few years old. She has brown hair and is wearing a red dress.

NORMAN: "I've got a surprise for you, kiddo -"

Norman smiles as he shows the girl what's in his arms. It's Harry's son, Stanley, wrapped in the blanket. The little girl and the mother both smile.

NORMAN: "- meet your little BROTHER."

* * *

Back in limbo, Madame Web looks at the unmasked Scarlet Spider and Spider-Man. They'd been with Madame Web for hours, but due to limbo, time seemed to stand still.

MADAME WEB: "Thank you for agreeing to help us."

KAINE: "I owe it to Peter... and to you. But what do we do about the Scarlet Spider identity now? It was yours."

Ben shrugs as he looks at Kaine's Scarlet Spider costume.

BEN: "I'm sure we'll think of something. Maybe Scarlet Spider Sr. and Scarlet Spider Jr.?"

KAINE: "You can't be serious."

Ben smirks and he rubs his chin. Kaine puts a hand over his face.

BEN: "Well, what about Scarlet Spider East Coast, Scarlet Spider West Coast?"

KAINE: "Stop it."

BEN: "Or maybe Scarlet Spider Blue, Scarlet Spider Red?" (voice lowered) "Wait, didn't something like that happen to a different SUPER-hero some years back?"

Madame Web eyes Ben sternly, a bit irritated by his wisecracks. This was hardly the time to joke, considering how dangerous things were getting.

MADAME WEB: "I'm pleased you're finding this all so amusing. You can worry about your identity problem later. Rhino and Demogoblin have returned from the grave. Norman Osborn is still at large. And now, Alistair Smythe has kidnapped Mary Jane Watson."

BEN and KAINE: "WHAT?!"

Kaine and Ben eye Madame Web in shock.

KAINE: "We have to save her! With Peter still in the hospital-"

MADAME WEB: "Don't worry. Mary Jane will not be harmed. But those two villains need to be found."

KAINE: "Can't you find them?"

Madame Web shakes her head.

MADAME WEB: "No. I cannot find any of the resurrected villains. Something about them is keeping me from seeing them in my visions."

BEN: "What about Beck and Octavius?"

Madame Web eyes the two men firmly.

MADAME WEB: "Dr. Strange has sent them out to complete their task. And in the morning, when Parker awakens, he will complete HIS task."

Ben nods at Madame Web.

BEN: "Got it. But we need help finding those villains."

MADAME WEB: "I know just the place."

* * *

That morning, in the Helicarrier's monitor room, Fury and Coulson stand by the monitors.

COULSON: "Some of the monitors are coming back online. There are no signs of damage to show why they'd malfunction."

Spider-Man (Ben) and Scarlet Spider (Kaine) magically appear by the monitors, but Fury and Coulson don't notice.

FURY: "The equipment's fine. I just want to know who's messing with our tech and why."

Spider-Man and Scarlet Spider stand by the monitors and Spider-Man looks at one of the screens. Their arrival has caught the attention of some of the SHIELD agents.

SPIDER-MAN: "Nice set-up. Do you get cable or satellite on these monitors?"

Fury and Coulson turn around to see Spider-Man and Scarlet Spider are standing nearby. Some Agents stand up and hold out their guns at the two Spider-Men.

FURY: "What the hell?"

SPIDER-MAN: "Don't bother trying to get any agents to arrest us or shoot at us. You literally can't touch us."

Fury tries to grab Spider-Man's wrist but his hand passes through him.

FURY: "We'll see about - oh, great."

SPIDER-MAN: "Told ya so."

Fury and Coulson look at Scarlet Spider and Spider-Man. The Agents lower their weapons, realizing they wouldn't do any good.

SCARLET SPIDER: "Relax, Madame Web and Dr. Strange sent us. He also put a spell on us to keep us from being hurt or captured. They sent us here to help you and explain what's going on."

FURY: "Why explain all this to us now? Why not before?"

The two Spider-Men look at Fury and Coulson. Coulson looks puzzled.

SPIDER-MAN: "We had to help bring Peter back from the dead first. He's essential to fixing everything and stop this darkness from spreading."

COULSON: "What darkness? What're you talking about?"

FURY: "Who are you, anyway?"

Spider-Man grabs his mask.

Spider-Man unmasks himself as Ben, showing Fury his face.

BEN: "My name is Ben Reilly, and I have a LOT to tell you."

* * *

In the hospital that same morning, Peter Parker lies asleep in his bed.

Peter's eyes open as he wakes up.

PETER: "Uhh..."

Peter sits up on his bed. He looks groggy.

PETER (thinking): "Huh? Morning already? I don't even remember falling asleep. I just saw Ben leave my room and..."

Peter touches the bandage on his left bicep, not even flinching.

PETER: "Wait..."

Peter removes the bandages. His left arm is completely healed. All of his injuries he received from the Green Goblin's attack are completely gone.

PETER: "How did...?"

Dr. Strange stands at the end of Peter's bed, smirking.

DR. STRANGE: "You're welcome."

PETER: "Doc? What's going on? One minute, I was talking with Ben and then..."

Dr. Strange holds up his right hand in the "stop" motion, while his left hand is aimed at Peter's bed and his left hand glows with yellow energy.

DR. STRANGE: "I'll explain later. Right now, I have something for you."

A Spider-Man costume appears at the end of Peter's bed, as well as a pair of web-shooters.

Peter looks at Strange. He looks uneasy by his request.

PETER: "No. I can't put that on."

DR. STRANGE: "You have to, Peter. You're in perfect health and you need-"

Peter shakes his head and he holds up his hands.

PETER: "No. I mean, I CAN'T. I'm retiring from being Spider-Man. I tried to murder Doc Ock back when my mind was in his body. I'm not -"

Peter is surprised to see a yellow magical gag wrap around his mouth. Dr. Strange eyes Peter seriously, his hands glowing with yellow energy.

STRANGE: "Peter, you're my friend and I understand what you're trying to tell me, but please SHUT UP AND LISTEN. You were NOT yourself when that happened, and we BOTH know that you CAN'T retire. Every time you've tried, you've had to don this costume again because of that little lesson about GREAT POWER that you learned."

Strange looks at Peter seriously, his left hand out and holding the Spider-Man costume in it.

STRANGE: "You need to put this costume on. Harry Osborn has escaped from the hospital. His son has been abducted and he has a Goblin formula in his veins. And Mary Jane has been kidnapped by Alistair Smythe."

Peter looks shocked by what Strange is telling him, as the gag magically vanishes from his mouth.

STRANGE: "They NEED you, Peter. YOU. Not Ben. Not Kaine. Only YOU can get this done."

Peter looks at Dr. Strange, puzzled.

PETER: "Where ARE Kaine and Ben, anyway?"

STRANGE: "They're getting help. We're going to need all the help we can stopping what lies ahead."

Strange looks at Peter, his stern look softening.

STRANGE: "But for now, please, put this on. We need you, Peter. They need you."

Peter looks at Strange for a moment, a little hesitant. All the people he's lost because of that costume, that identity. His uncle Ben. Captain Stacy. His lost love Gwen...

Peter looks at the Spider-Man mask he's holding out to him. He looks at the costume firmly. Even with all the tragedies, he did have people that depended on him. Mary Jane... Harry... his aunt May...

Dr. Strange gives a knowing smile as Peter grabs the mask.

* * *

In the monitor room, Ben and Kaine stand unmasked and they look at Fury Jr.

BEN: "And so now, Dr. Strange is talking to Peter and asking him to help our cause."

FURY: "So what do you want us to do?"

Kaine looks at Fury firmly.

KAINE: "You help us out, we'll help you out. But we're going to need a select group of heroes to help us out in order for this to work."

FURY: "Whoever you need, we'll contact them and get them to help out. I want a word with Parker when all of this is done."

KAINE: "I understand where you're coming from, but remember, this isn't his fault. It isn't HERS, either. They were TRICKED, like we explained."

Coulson is seated at a control station and he looks up from his screen to Director Fury.

COULSON: "Sir, we have a visual on the targets. The Rhino's been spotted attacking the Bank of Manhattan on monitor seven and Demogoblin has been spotted flying around Times Square on monitor two."

Ben and Kaine glance at the monitor screens, watching the two villains loose in the city.

BEN: "I'll grab Rhino if you can nab Demogoblin."

KAINE: "Done."

Fury walks over and grabs two earpieces from a table.

FURY: "Wait. You keep in contact with us with these earpieces. You can tell me who you need me to pick up for this mission on the way down there."

COULSON: "That's not all, gentlemen..."

As Fury hands the earpieces to Kaine and Ben, the three men look over at Coulson. He looks up from his screen to see them.

COULSON: "There's one more person who's come back from the grave, and we've lost a visual of her."

FURY: "HER? Her who?"

* * *

Inside the power plant's sub-basement, Carolyn Trainer is in her Lady Octopus costume and she's working at a table in her lab. She's working on a harness with four tentacles attached to it.

CAROLYN (thinking): "Otto is a brilliant man, one I respect and admire, but his behavior has been very unusual since his recent resurrection. He comes back from the grave, told me who Spider-Man is, he finds out Parker is dead... and then he gives me instructions to stay here and wait for his word?"

Carolyn shakes her head, puzzled and irritated.

CAROLYN (thinking): "I thought he'd be OVERJOYED to hear that his greatest enemy was finally dead, that now he'd be able to prove his brilliance to the world and take what was RIGHTFULLY HIS."

As Carolyn continues to work on the tentacle harness, she doesn't see a shadow appear on the floor from behind her.

CAROLYN (thinking): "But I haven't heard from him since Peter Parker's quote-unquote funeral. He hasn't contacted me since he left for the funeral, but then I see on the evening news he was last spotted visiting Peter's aunt? What is going on with him?"

Carolyn turns around and she looks shocked. Not only was she not alone, but she knew who her unexpected guest was...

VOICE: "Hello, Carolyn. I was told I'd find you here."

CAROLYN: "Oh my - Angelina?"

Carolyn stares ahead in shock, as a muscular woman's shadow looms over her.

VOICE: "You sound surprised. After seeing the Doc back from the dead, I thought MY return wouldn't be so shocking."

CAROLYN: "What happened to you? What do you want?"

VOICE: "Ain't that obvious, Carolyn?"

Standing in front of Carolyn is Stunner, deathly pale and with glowing red eyes. Stunner looks at Carolyn with an unsettlingly cheerful smile.

VOICE/STUNNER: "I want to be with my OTTO."

* * *

In Upper Manhattan, the old Osborn Chemical Company is now empty and deserted.

* * *

In the Chemical Company, Harry Osborn stands in a large storage room, where Goblin gliders are on racks and tables have pumpkin bombs and bags set on them. Harry is in a classic Green Goblin costume and he is loading pumpkin bombs into his bag.

HARRY (thinking): "I don't get it. The security codes were changed, but I was able to know what they were."

Harry closes his fully loaded bag as he walks to his gray, bat-shaped jet glider that is parked and waiting on the floor several feet away.

HARRY (thinking): "It's just like how I knew to fly the jet on the Helicarrier. How'd I know how to do all these things?"

Harry puts on his Green Goblin mask over his face with both hands as he gets on his jet glider.

HARRY/GREEN GOBLIN (thinking): "It doesn't matter. I can figure that out later. Norman's got Stanley. I'm going to find out where he took him. Maybe I can find something on where Norman is at OsCorp or-"

Green Goblin is about to take off, when webbing shoots down from above with a THWIP! Green Goblin looks down as the web hits the glider and keeps it pinned to the floor.

GREEN GOBLIN: "What-?"

Green Goblin looks up and he looks shocked. A shadow of a man, upside down and holding a rope, is visible on the wall behind the Goblin.

VOICE: "Hey, Harry. It's been a long time. I'm sorry we have to meet like this, but I'm not here to fight."

Peter Parker, now fully dressed as Spider-Man, hangs upside-down from his web-rope and he looks at the shocked Green Goblin.

SPIDER-MAN: "I need your HELP."

**a/n: Peter nearly killing Doc Ock took place in The Amazing Spider-Man #700.**

**NEXT TIME: Kaine versus Demogoblin! Ben versus Rhino! Peter versus Harry! Three big fights for the three Spider-Men are about to take place, but more questions remain. Where are Doc Ock and Mysterio headed to now? How did Eddie Brock die and where is his symbiote? Now that Brock is Venom again, where is he taking the Enforcers? What happens to Norman Osborn now? Which heroes will Nick Fury recruit to help Peter, and why? What happens to Flash Thompson now that his symbiote is gone? And who will show up to rescue Mary Jane? All this and much more lie ahead in chapter 8: WEB-SPINNERS.**


	8. Chapter 8 - Web-Spinners

Inside the Osborn Chemical Company building, Spider-Man is still hanging upside down on his web-rope and he looks at Green Goblin, whose glider is webbed to the floor.

GREEN GOBLIN: "You need MY help? I'm a bit busy at the moment! I need to find my son!"

SPIDER-MAN: "I know you do. I've been told what happened."

Green Goblin looks at Spider-Man, a little surprised by what he's said.

GREEN GOBLIN: "Fury spoke to you?"

SPIDER-MAN: "It's a long story. I know some people that can help you find Stanley. I just need you to help me first. I'm looking for-"

Green Goblin looks at Spider-Man angrily.

GREEN GOBLIN: "NO! If you know people who can help me find my son, take me to see them first! THEN we'll talk about your little offer!"

SPIDER-MAN: "I need you to keep a level head here, Harry. It's ab-"

Green Goblin tosses two razor bats from his bag.

GREEN GOBLIN: "HELP ME FIND MY SON!"

Spider-Man dodges the razor bats as Green Goblin manages to get his glider free of the webbing and he uses it to levitate up off the ground.

SPIDER-MAN (thinking): "No! _No!_ I don't want to fight Harry! He should be helping me!"

SPIDER-MAN: "MARY JANE, Harry! Mary Jane's been kidnapped by Alistair Smythe! I need to find her and-"

Green Goblin flies on his glider and he throws out some more razor bats at Spider-Man, but he easily dodges them.

GREEN GOBLIN: "So finding Mary Jane is more important than finding my son? In a city full of super-heroes who could search for her, you want me to give up looking for Stanley for THAT?"

SPIDER-MAN: "You've got a point, but most of them are busy at the moment and we've got better things to do than fight! People are counting on us, Har-"

Green Goblin flies at Spider-Man and he grabs him by the throat. He's in no mood for this.

SPIDER-MAN: "-ACK!"

GREEN GOBLIN: "DON'T YOU THINK I KNOW THAT?! I made a PROMISE to Stanley that, no matter what, I'd keep him SAFE from harm!"

Green Goblin looks at Spider-Man, gritting his teeth and a look of anger on his face. Tears are welling up in his eyes.

GREEN GOBLIN: "But like an IDIOT, I LEFT HIM so I could attend my buddy Peter's funeral - and it turns out his death was FAKED! And because I LEFT HIM, he was taken and it's ALL MY FAULT!"

Green Goblin looks at Spider-Man, livid.

GREEN GOBLIN: "Don't you know the value of keeping your word, hero? Don't you know what it's like to LOSE someone you LOVE?"

Spider-Man just stares at Green Goblin.

SPIDER-MAN: "Yes... I do..."

Spider-Man gets free from Green Goblin's grip and he fires a web from his right hand with a THWIP!

SPIDER-MAN: "And I'm NOT letting either Stanley OR M.J. down because of your little hissy fit, Harry! Fighting each other is stupid! It's not helping EITHER of us!"

GREEN GOBLIN: "Mary Jane is a friend to us both, but we both know the only reason Smythe grabbed her is because of YOU! You probably KNOW WHERE she is, but _I_ DON'T KNOW where Stanley is!"

Spider-Man swings away on his web-rope and he goes over to a wall.

SPIDER-MAN (thinking): "This is stupid! Madame Web and Dr. Strange wanted me to get Harry to come with me, but he has a point!"

SPIDER-MAN: "You're right. And it's all MY fault. I take responsibility for you losing your son. I'll help you find him, if you just STOP FIGHTING and START LISTENING for two seconds!"

Green Goblin flies over to Spider-Man's direction. He sticks to the wall by his hands and feet and he looks ahead at the Goblin.

GREEN GOBLIN: "How is it YOUR fault?"

Spider-Man lowers his head a moment, thinking of his next move. There's only one thing to do...

Spider-Man grabs his mask with his right hand and he pulls it up, starting to show his face.

Green Goblin just stares ahead in shock.

GREEN GOBLIN: "Pete?"

The now-unmasked Peter looks at Green Goblin sadly. He still sticks to the wall with his left hand and feet, but his right holds his Spider-Man mask.

PETER: "I'm sorry, Harry. You're right. If you hadn't attended my funeral, Stanley would still be with you. But I WAS dead, Harry. I was brought back because something really big and really bad is about to happen, and I need YOUR help. I need my BEST FRIEND."

Spider-Man stops, realizing Harry's fallen silent. He stares at Green Goblin.

SPIDER-MAN (thinking): "Stop being so stupid, Parker! He's trying to take this revelation in! And now, he's remembering everything before the mind-wipe! Maybe unmasking WASN'T such a good idea. I don't know how he'll react to all of this."

Green Goblin just stares at Peter.

HARRY (narrates): "I DID it, Peter. Just the way... YOU would've done it. A real HERO."

SPIDER-MAN (narrates): "Why, Harry? Why'd you come BACK for me?"

HARRY (narrates): "Hey... what ELSE could I do? You're my BEST FRIEND."

* * *

Flashback into the back of an ambulance, Harry is on a gurney, in his Green Goblin costume but unmasked. He is sweating profusely and he smiles at Spider-Man, the two holding hands.

Harry has his head turned to his right, his eyes are closed and he's passed away. Though they still hold hands, Spider-Man's head is down in mourning.

* * *

In the present, Green Goblin pulls off his mask and reveals his face as Harry. He's almost in tears.

HARRY: "Peter..."

Harry stares at Peter.

HARRY: "I remember. I remember EVERYTHING."

Peter looks at Harry, a look of guilt on Peter's face.

PETER: "I'm sorry. I'm sorry I made you forget. I'm sorry you've lost your son. But you're right. Finding M.J. is MY job."

Peter looks up, away from a confused Harry.

PETER: "Madame Web? Strange? I need you to speak to Harry!"

Dr. Strange appears in his astral form, hovering in the air near the two men. He looks at the unmasked Spider-Man, a little upset, but Spidey just shrugs it off.

STRANGE: "You unmasked yourself to him?"

PETER: "I've done dumber things. Thanks for coming, though."

STRANGE: "You need back-up finding Mary Jane, and Harry-"

Peter looks at Strange firmly, a little upset himself.

PETER: (interrupts) "- needs to find STANLEY! I KNOW you can help him find his son! You guys have been finding out a LOT of things lately! But I'LL take finding M.J., and YOU HELP HARRY! Please."

Dr. Strange stares at Peter for a moment.

Dr. Strange nods at Peter. Harry just watches the two men, trying to figure out just what is going on.

STRANGE: "I'll find someone else to accompany you. But do NOT deviate from the mission, Peter. Too much is at stake. Everything is starting to CHANGE."

PETER: "You can fill me in on the details later. Just HELP HIM."

Peter looks over at Harry.

PETER: "And WE'LL talk later, Harry. I promise."

PETER (thinking): "I can see it in his face..."

Harry stares at Peter, almost shaking. His mouth is in a grim, humorless line.

PETER (thinking): "Hatred. Betrayal. Sadness. Pain. _I_ did that to my BEST FRIEND. I kept so much from him, hiding my Spider-Man identity all over again."

Peter just eyes Harry, almost pleadingly.

PETER (thinking): "All of our fights, all of our history, our bad blood... Please, say I didn't just make a HUGE mistake and RUIN losing my best friend because of feeling GUILTY that he lost his son. I have no idea how he's going to take all of this. Did I just make everything worse?"

Harry just looks at Peter, hovering directly in front of him on his Goblin glider.

Harry hugs Peter. Peter sticks to the wall by his feet and he looks surprised by the hug.

HARRY: "THANK YOU, Peter."

PETER (thinking): "... Well, THAT was NOT the reaction I expected from Harry."

Peter hugs Harry back, but he looks puzzled. His spider-sense is going off.

PETER (thinking): "Wait..."

As Harry ends the hug, he delivers a punch to a startled Peter's jaw with a POW!

Harry eyes Peter firmly, as he rubs his jaw.

HARRY: "And I'm going to look forward to that TALK of yours."

PETER (thinking): "Yep. THAT seemed more like what I expected."

Peter puts his Spider-Man mask on and he shoots a web at the ceiling with his left hand with a THWIP!

PETER/SPIDER-MAN: "Count on it, Harry. Thanks for the assist, Strange. Now before you go, tell me where do I have to go to find M.J.?"

STRANGE: "Smythe's new hideout, but do NOT go there without assistance. Smythe has company with him. LOTS of company."

Spider-Man looks over at Dr. Strange.

SPIDER-MAN: "I don't get it. Can't you just get rid of whatever company is there? Better yet, why aren't YOU getting Mary Jane out of there? You made everyone else disappear and reappear."

Dr. Strange eyes Spidey firmly.

STRANGE: "There are some things you have to do YOURSELF, Peter. I cannot do EVERYTHING for you. Besides, there is something about Smythe's location... I cannot use my magic in that area. I think the darkness is starting to affect certain areas of the city. The more it spreads, the more difficult it is for me to use my magic there."

SPIDER-MAN: "Any ideas who's spreading this darkness?"

Dr. Strange looks at Spidey, as Harry flies towards Strange.

STRANGE: "I have my suspicions, but you need to go save her. She's at the Browne Construction Center in the Upper East Side. It's one of the Kingpin's secret hideouts. Besides, things are constantly changing, Spider-Man. We will ALL need to keep our guard up."

Spider-Man watches as Harry hovers next to Dr. Strange on his glider.

SPIDER-MAN: "Got it. Good luck, Harry."

Dr. Strange vanishes, taking Harry with him.

* * *

At the Upper East Side, a few Mini-Slayers crawl on the wall of the Browne Construction Center's main warehouse, keeping watch.

* * *

Inside a storage room, Mary Jane Watson is on her knees with her arms raised over her head and her wrists locked in manacles chained to the ceiling. Several Mini Slayer spiders crawl around the room, keeping watch.

VOICE: "Good morning, Miss Watson..."

Mary Jane looks at the open doorway as Smythe wheels into the room.

SMYTHE: "It has been a long time since I've had the pleasure of your company."

MARY JANE: "What's going on, Smythe? What do you want with me?"

SMYTHE: "Don't worry, you will not be harmed... at least, not YET."

Smythe looks at his laptop with a smirk, while Mary Jane looks annoyed.

SMYTHE: "I'm afraid your presence here is merely to fill the role of the damsel in distress. Given your past ACTING CAREER, I know you can play a role quite well."

MARY JANE: "And getting pay back on me for all the times I tricked you and helped Spider-Man against your Slayers is just a bonus for you, right?"

Smythe looks up from his screen and he gives Mary Jane a closed smile.

SMYTHE: "Well, that's quite true. As tempting as that is, I have more IMPORTANT matters to attend to. Still, I will keep you company... not that you have much say in the matter."

Smythe turns his attention back to his laptop. The bottom left of the screen reads SPIDER-SLAYERS CONSTRUCTION - 87% COMPLETE.

SMYTHE: "Besides, I've still got a few SURPRISES left up my sleeve."

* * *

In the Upper West Side, Venom stands in the corner office of a large storage center. Fancy Dan and Ox walk over to join him.

VENOM: "Good morning, gentlemen. We trust we arrived on time."

FANCY DAN: "Yeah, but we kept our end of the bargain. What about YOUR end?"

Venom smiles, his tongue wagging from side to side.

VENOM: "Don't fret, Fancy Dan. We said we'd keep OUR end of the bargain..."

Venom turns and he points at a man that walks towards them, clad in a familiar suit and cowboy hat.

VENOM: "... and we've done JUST that. Your little gang is now back together again."

Montana walks ahead with a smile, tipping his hat up to show his face. His skin is deathly pale and his pupils glow red.

MONTANA: "Hey, guys. What's th' matter? Y' look like you've seen a GHOST."

Ox looks at Montana in shock, while Fancy Dan points at Montana as he angrily looks at Venom.

OX: "Montana? Your eyes..."

FANCY DAN: "Is this some kind of a JOKE, Venom? Our buddy's still DEAD, just like YOU."

Venom's smile widens.

VENOM: "Not exactly. He WILL be fully resurrected in due time. But before Montana can earn his place among the living again, there's one mission to complete first."

* * *

Outside the Bank of Manhattan, Rhino has flipped over a police car and he sends the two policemen falling out of the open doorways of the car. The doors have been ripped off and lie on the floor. The policemen's guns lie broken on the floor.

RHINO: "You numbskulls never COULD hurt me BEFORE! Besides, I don't want ANY of you - I want SPIDER-MAN!"

Rhino turns around as he hears a voice overhead.

VOICE: "Remember the phrase 'be careful what you wish for', Rhino?"

Ben Reilly, dressed in his Spider-Man outfit during the mid-1990s (most notably during the "Revelations" storyarc), swings down on a web and he kicks Rhino in the face with both feet.

SPIDER-MAN: "You didn't say WHICH Spider-Man you wanted!"

RHINO: "UNGH!"

Spider-Man lands on his feet and he turns to face the Rhino. Rhino looks at Spider-Man, upset. He recognizes that costume.

RHINO: "Waitaminnit... you're not the REAL Spider-Man. I remember fighting you before. Heard you were DEAD."

SPIDER-MAN: "I was. I got over it. Besides, I was gonna say the same about YOU, Aleksei."

Rhino looks at Spider-Man angrily as he grabs the police car he'd previously knocked over.

RHINO: "I made a deal with my new boss. I kill the real Spider-Man, I get to live - and I get OKSANA back with me. I'm doin' all this to save HER -"

Rhino smashes the car down at Spider-Man, but he flips away and dodges the car. The front of the car crunches into the street with a CRASH!

RHINO: "- an' NOBODY is gonna STOP ME, least of all some half-assed SPIDER-CLONE!"

* * *

In Times Square, Demogoblin is flying over the city on his glider. He looks down at the people below.

DEMOGOBLIN: "He's taking his sweet time! It doesn't usually take THIS long for the Spider to show up!"

Scarlet Spider swings down and he delivers a kick to Demogoblin's jaw.

SCARLET SPIDER: "Spider-Man is busy with more important matters. I'll gladly fill in for him."

Demogoblin narrows his eyes at the sight of Scarlet Spider and he rubs his chin.

DEMOGOBLIN: "Sinner."

Demogoblin throws three fiery pumpkin bombs at Scarlet Spider, but he swings away from them and they explode a good distance away from Scarlet Spider.

DEMOGOBLIN: "So the Spider can't face me himself! He had to send the IMPOSTER in his place!"

SCARLET SPIDER: "Takes one to know one. I've been told all about you."

Demogoblin smiles at Scarlet Spider.

DEMOGOBLIN: "I know all about you. I've been told about your past. The things you've done. That little MARK you've left on those you've KILLED."

SCARLET SPIDER: "Not anymore. Those days are over."

Demogoblin throws some more fiery pumpkin bombs at Scarlet Spider, but he swings away and dodges the bombs as they explode.

DEMOGOBLIN: "Perhaps... but I'll see to it you won't live to see ANOTHER day!"

* * *

In the Helicarrier's monitor room, Nick Fury Jr. approaches Phil Coulson. Coulson is looking at the monitors.

COULSON: "Well, we've got both Spider-Men fighting with the undead enemies. What do we do now?"

FURY: "We've got that list of names. Let's start recruiting."

Coulson looks at monitor twenty-two, which shows the Fantastic Four in the Helicarrier flying over the city.

COULSON: "The Fantastic Four have already been contacted en route back to the Baxter Building. They're on their way. Some of the X-Men are still on a mission, but we did manage to contact Wolverine and Storm. They'll be here as soon as they can."

Fury looks over at monitor seven, which shows the Avengers fighting the Masters of Evil. Of the members shown on the screen, Captain America fights Baron Zemo, Thor fights Absorbing Man and Hulk fights with Klaw.

FURY: "We'll work on recruiting the necessary Avengers once they take care of that new Masters of Evil team. What about the other heroes?"

COULSON: "We've got agents speaking to Black Cat, Daredevil and Prowler. They should be here soon."

FURY: "They'd better be. What about Thompson? How's he doing?"

* * *

In the Helicarrier's clinic, Flash Thompson lies unconscious on a bed and is hooked up to monitors. He's wearing a hospital gown and is tucked in with a blanket. Valkyrie and Betty Brant stand by his bed, keeping watch over him.

Betty looks at Flash in concern. His heartbeat is steady, but Flash looks pale and hurt.

BETTY: "Is he going to be all right?"

VALKYRIE: "The doctors say he's stable, but the removal of his symbiote has left him considerably weakened."

Betty looks away, a bit repulsed, but Valkyrie eyes her firmly.

BETTY: "Good riddance, if you ask me. That symbiote of his gave me the creeps."

VALKYRIE: "I did NOT ask you. Thanks to that symbiote, Flash was able to save the lives of dozens, if not hundreds, of innocent lives in his recent missions."

Betty looks over at Valkyrie. She gives her a smirk.

BETTY: "You really care about him, don't you?"

VALKYRIE: "Flash is a good man. He has been a good friend. We watch out for each other."

Betty and Valkyrie turn to the doorway.

VOICE: "Excuse me, ladies..."

A SHIELD doctor walks into the room, wearing glasses and a lab coat over his clothes.

VOICE/DOCTOR: "... we need to do a few more tests on Mr. Thompson. I'm afraid I'm going to have to ask you to leave for a while."

BETTY: "We understand, Doctor. Thank you."

The doctor moves aside as Betty and Valkyrie walk to the door.

VALKYRIE: "Would you like me to escort you back to the city?"

BETTY: "I don't know if I should just leave Flash. He's in that bed because of me."

Valkyrie and Betty walk off down the hallway, away from the clinic.

VALKYRIE: "Do not worry about Flash. He is in good hands."

The doctor closes the door and smiles to himself. The man's hand is dimly glowing with white light and his face is glowing with a dim white light, hiding his real face.

* * *

Elsewhere, the Avengers and the Masters of Evil are fighting on Roosevelt Island. Baron Zemo fights Captain America, Whirlwind duels with Iron Man, Absorbing Man is dueling with Hulk, Grey Gargoyle fights Falcon, Mr. Hyde is fighting Hawkeye, Titania duels with Thor, Constrictor is fighting Black Widow, and Klaw is in combat with Black Panther.

Hawkeye leaps away as Iron Man uses his repulsor rays to shoot Whirlwind, sending him flying back and colliding onto Mr. Hyde.

MR. HYDE: "HEY!"

IRON MAN: "Head's up, Hawkeye!"

HAWKEYE: "Thanks for the assist!"

In the background, Hulk is struck by Absorbing Man's ball and chain, Black Widow flips away from Constrictor's dual whip attack. In the foreground, Captain America dodges Baron Zemo's sword slash attempt.

ZEMO: "You've foiled my plans for the last time! With my new Masters of Evil, we shall crush your -"

Captain America uses his shield to block Zemo's sword slash attack, but Zemo notices his own body is glowing with white light.

ZEMO: "- pathetic -?"

Baron Zemo suddenly vanishes, teleported away. Captain America looks surprised by the villain's abrupt disappearance.

CAPTAIN AMERICA: "Huh?"

Captain America looks around and finds the other Masters of Evil are gone.

CAPTAIN AMERICA: "Where did they go?"

Dr. Strange is in astral form, hovering in the air in front of the Avengers, and he looks at the heroes.

STRANGE: "I took care of that. This fight has taken up TOO MUCH of your time."

CAPTAIN AMERICA: "Strange? What's going on?"

Strange eyes Cap firmly and the heroes start glowing with a dim white light.

STRANGE: "It's Peter. He needs you..."

Strange makes the heroes teleport away.

STRANGE: "... and this CANNOT WAIT any longer!"

* * *

Seated at her office's desk in the police department, Carlie Cooper holds her cell phone to her ear. She is writing on a piece of notebook paper.

CARLIE: "And where was he spotted?"

Carlie smiles as she listens.

CARLIE: "Yes, I've got it. Thanks for the tip, Duane."

As Carlie stands up, she hangs up her cell phone and she picks up the piece of paper. A lean-muscled, late-20s policeman, MORRIS, walks into the room.

MORRIS: "Cooper!"

CARLIE: "Make it quick, Morris. I've got a tip on where one of Norman Osborn's old lackeys may be hiding out."

Morris watches Carlie as she grabs her jacket from her coat rack.

MORRIS: "Remember those six robbers that we picked up from Scarlet Spider's webbing last night?"

CARLIE: "Yeah, they made bail earlier this morning."

Carlie puts on her jacket as Morris explains.

MORRIS: "Well, they were just identified at the morgue in Midtown Hospital about fifteen minutes ago. The bodies were found "

Carlie has finished putting her jacket on and she looks at Morris in shock.

MORRIS (cont'd): "... and each one had the bud of a black ROSE set on each body."

* * *

Parked at a stop light, a lone black limousine is parked in front a Horizon Labs van. The driver, CARLOS, looks at the stop light, while a man sits in the back, covered in the shadows.

CARLOS: "Shall I take you back to the penthouse, sir?"

The man looks over at the driver as he holds up a red rose.

MAN: "Not yet, Carlos. I want you to drive over to Harlem first. I have one more client to tend to..."

The man holds up the rose up to his nose to smell it, revealing a familiar violet mask worn over his head - the mask of the Rose.

MAN/ROSE: "... and I want to deal with this one myself."

* * *

In the Upper West Side, Sandman walks towards a fairly-large diner, dressed in a fedora hat and trench coat. The sign reads DEFALCO'S in red letters.

* * *

Sandman pushes the door open and he enters. Sandman removes his hat to show his face.

VOICE: "Sandman? So you're here too, huh?"

Sandman turns and he sees Electro, who is standing nearby in his classic green and yellow costume but without his mask. His mask is held in his left hand.

SANDMAN: "Electro? What're you doing here?"

VOICE/ELECTRO: "If you're here, then that can only mean..."

Electro points across the room and Sandman looks at the table his old teammate is pointing at.

SANDMAN: "Shoulda known."

At the right side of the diner, Vulture and Kraven are already seated at either side of a booth. Judging by their half-full cups of coffee and plates of half-eaten meals, they've been there for some time.

VULTURE: "Glad to hear that little BRAT of yours got hunted down and killed by your little girl... though I did want to make the little snot PAY for locking me up in his little freakshow zoo and breaking my hands."

KRAVEN: "ALOYSHA was NO SON of MINE, Toomes. He was WEAK. Though it has been a long time, I must confess it is good to see you again. But we are not alone."

Sandman and Electro walk over to their table. Sandman grins at Kraven, while Vulture looks a bit shocked to see the two villains.

SANDMAN: "Hmph. Well, it's good to see you too, Sergei."

VULTURE: "Sandman? Electro? If you are here, then that means..."

The four villains look at a booth in front of their table. Beck, in his classic Mysterio costume but not wearing his helmet, is now visible and he holds up a menu with a smirk.

BECK: "I like this place. I started coming here a few weeks back. The coffee sucks, but the steaks are delicious."

KRAVEN: "Mysterio? How long have you been there? I could not smell you."

BECK: "That was the point. I've learned some NEW TRICKS as of late, old friend."

Sandman looks at Beck, confused, and Beck points ahead with a smile.

SANDMAN: "So, if we're all here, then where's Octavius?"

BECK: "See for yourself."

Doc Ock approaches the villains with a smile. Sandman looks upset and he makes his hands into fists as he steps forward to Ock.

OCK: "Gentlemen. How nice of you to accept my invitation."

ELECTRO: "Doc? What happened to you?"

SANDMAN: "I don't give a damn! You LIED to me during our LAST Sinister Six reunion! You were going to only leave a handful of survivors and probably kill Keemia!"

Sandman has his right hand made into a sandy fist, twice as big as a normal hand, and he punches at Ock, but his fist goes through him.

SANDMAN: "I'm gonna - what?"

OCK: "Forgive me, Marko, but Mr. Beck and I have been given protection spells from Dr. Strange following my recent encounter with SHIELD. You cannot hurt us... for now, anyway."

The other four villains look puzzled at Doc Ock.

SANDMAN: "Since when have you become buddies with Dr. Strange? Word has it you're going SOFT."

OCK: "Is THAT what you've heard? Well, let me explain the matter myself. I think it's fairly simple to deduce why Mysterio and I have called you here. To quote the vernacular..."

Ock smiles at the five villains and Beck returns the smile.

OCK: "... I want to get THE OLD BAND BACK TOGETHER."

* * *

At the Upper East Side, Spider-Man swings over the city on a web-rope.

SPIDER-MAN: "Hang on, M.J. I'm on my way. I wish Strange had dropped me off right AT the location, but he said my new back-up would meet me here."

Spider-Man lands on the rooftop of a building, crouched.

SPIDER-MAN: "This is where Dr. Strange said I'd find my help. I wonder who he's going to send to help me out."

VOICE: "Hey, Spidey!"

Spider-Man turns his head to see Firestar flying ahead, with Iceman arriving on an ice slide.

VOICE/ICEMAN: "Over here!"

SPIDER-MAN: "Iceman? Firestar?"

ICEMAN: "Dr. Strange sent us to help you out. Is this the place?"

Spider-Man turns and he points at the construction center ahead.

SPIDER-MAN: "Yeah, it's just up ahead. It's the Browne Construction Center's main warehouse. He said Miss Watson's in there. Follow me."

* * *

In the warehouse, Smythe looks at one of the monitors on his wall, noticing the footage of Spider-Man with Iceman and Firestar. He looks surprised to see Spider-Man's presence.

SMYTHE: "Spider-Man? So early? How did HE know where to look?"

Smythe shakes his head and he starts typing on his laptop.

SMYTHE: "It doesn't matter. I may not have all of my Slayers ready, but I have just enough to take care of him and those other costumed clods!"

* * *

Back outside, Spider-Man swings ahead on his web-rope towards to warehouse, while Iceman uses his ice slide and Firestar flies alongside them.

FIRESTAR: "Is it me, or does this seem somehow FAMILIAR to you guys too?"

ICEMAN: "I have NO IDEA what you're talking about."

Spider-Man's spider-sense goes off as he ditches his old web-rope with his right hand and he taps his left hand's middle and ring fingers to his web-shooter's button, firing a new web with a THWIP!

SPIDER-MAN: "Hang on, guys, my spider-sense is tingling! There's something-"

A laser beam suddenly shoots out and hits the ice slide, causing it to shatter.

ICEMAN: "HEY!"

Iceman falls from his ice slide, but Spider-Man swings down to catch Iceman.

SPIDER-MAN: "You okay?"

ICEMAN: "Yeah, I'm fine. Just more surprised than anything else."

Spider-Man looks ahead and he lets Iceman go. Iceman creates a new ice slide with his hands as he drops.

FIRESTAR: "We've got company, boys."

ICEMAN: "Yeah, we noticed. How many of them are there?"

Iceman looks ahead, as surprised and nervous as Spider-Man and Firestar.

FIRESTAR: "Oh..."

The Mark XV Black Widow Spider-Slayer, the Mark XVI Tarantula Slayer and Mark VII Scorpion Slayer use the flight jets in their stomachs to fly towards the three heroes. Crawling along the rooftops and walls of the buildings around the area are at least two hundred Mini-Slayers.

FIRESTAR: "... I'd say quite a few."

**a/n: The flashback with Harry Osborn and Spider-Man in the ambulance is taken from "The Spectacular Spider-Man", vol. 1, #200.**

**NEXT TIME: While Ben fights Rhino and Kaine fights Demogoblin, Spider-Man and his Amazing friends take on the Spider-Slayers to save Mary Jane. But where has Peter's Aunt May been? Why does Doc Ock need the classic Sinister Six to help him? Which other past Spider-Man villains will pop up next? Where is the Rose going next? And just who IS the man behind the Rose's mask? Questions will be answered in chapter 9: TEAMWORK.**


	9. Chapter 9 - Teamwork

On the streets of New York, Spider-Man, Iceman and Firestar are locked in battle with the Spider-Slayers. Iceman uses his ice blasts to keep the Tarantula Slayer at bay, while Firestar is shooting fireballs at the Scorpion and Black Widow Slayers. Spider-Man is preoccupied with fighting off the dozens of Mini-Slayers that are flying at him to attack.

SPIDER-MAN (thinking): "Two days ago, I was a dead man. I've missed out on so much all these months. And now, I'm alive, I'm back in my red and blue long-johns, and I'm fighting some Spider-Slayers with some AMAZING FRIENDS so I can try to save the woman I love. Hmm... Come to think of it, NOT MUCH has REALLY CHANGED since I was dead."

As Spider-Man swings through the air on his web-rope, he punches one Mini-Slayer into pieces with a right hook while simultaneously kicking another Mini-Slayer with both feet. The impact of the double kick makes the Slayer explode into pieces.

SPIDER-MAN (thinking): "It's weird. I haven't really fought alongside these heroes as often as I have with, say, Black Cat or Wolverine. But somehow, fighting alongside these guys, it seems somehow... right. It's almost FAMILIAR, like we'd been old PARTNERS for YEARS."

Spider-Man shoots another web with his left hand, while his right is pulling at a Mini-Slayer that has stuck to his chest and he's trying to pull it off.

SPIDER-MAN (thinking): "Don't lose focus here, Parker! You've got to get rid of these things quick! Mary Jane's counting on you!"

Spider-Man pulls the Mini-Slayer off his chest, he throws it away and it collides onto a Mini-Slayer that flies in mid-air. The impact breaks both Slayers, but dozens more Mini-Slayers fly at Spider-Man to attack him.

SPIDER-MAN (thinking): "But first, I've got to get rid of Smythe's overgrown tin cans!"

* * *

In the Construction Center's storage room, Smythe watches the Mini-Slayers and Spider-Slayers fighting with the three heroes. Smythe smiles to himself with pride.

SMYTHE: "Those Slayers will suffice until the rest are constructed. I'm curious as to how Spider-Man got over here so quickly. Since I was waiting for the other Slayers, I hadn't even sent out my video message demanding Spider-Man meet me yet."

Smythe looks at Mary Jane, who gives him a firm look.

MARY JANE: "I don't know and I don't care. You might as well call those Slayers off, Smythe, before they end up being turned into scrap metal."

SMYTHE: "My Slayers can take care of themselves. You, on the other hand, can't say the same."

Smythe looks at Mary Jane, a bit curious.

SMYTHE: "Since we first met, Spider-Man's always been so bound and determined to find you and protect you. I'd like to find out why."

Mary Jane looks at Smythe, a little puzzled.

MARY JANE: "I don't know what you're babbling about. Spider-Man saves everyone that's in trouble."

Smythe smiles at Mary Jane.

SMYTHE: "You're a very talented liar, Miss Watson. You even had me fooled you were Spider-Man when we first met. But I intend to find out the truth."

Smythe looks over at Mary Jane with an evil smirk.

SMYTHE: "And now that one of my latest Spider-Slayers has finished construction, I'll find out the truth... one way or another."

* * *

At the DeFalco's diner, Doctor Octopus looks at Kraven, Electro, Sandman and Vulture who are all standing in front of him. Mysterio, who is still not wearing his helmet, remains seated at his booth and he looks up from his menu to see Ock with a smile.

KRAVEN: "The original Sinister Six? Together again? You MUST be JOKING, Octavius."

OCK: "Sergei, my dear friend, I am DEADLY serious. I have a job that requires the original Sinister Six roster, and each of you will receive your own reward when our task is done."

Electro looks puzzled at Ock, who simply smirks at him.

ELECTRO: "Reward? What kind of reward?"

OCK: "I have made some new friends as of late, Electro. I have earned their trust and I have agreed to help them, in exchange for my own personal rewards. Mysterio has made his own deal."

Ock looks at his four former teammates with a confident smile.

OCK: "The four of you, however, will get whatever you want most."

Ock looks Sandman in the eyes, sincerely, which seems to take Sandman by surprise. This didn't seem like the manipulating egomaniac he'd known for years.

OCK: "My friends will give you back Keemia, Sandman. One hundred percent legal and you may spend the rest of your days with her to raise her however you wish."

Ock looks away from Sandman to Kraven.

OCK: "You, Sergei, have been cursed with the unlife and can only be killed by Spider-Man. You can either ask our friends to help you be restored to life, or know peace in DEATH and WITHOUT having Spider-Man be the one to end your life."

Ock looks at Electro, who gives Ock a puzzled look.

OCK: "Electro, you will get whatever you want. Money, total control over your powers, your face will no longer be scarred..."

Ock looks over at Vulture, who lets out an intrigued smile.

OCK: "And you, Adrian, have always wanted money and power, as well as reclaiming your youth. You can have it all, old friend. You can make sure your dear little grandson is financially set for the rest of his life."

Ock looks at each teammate.

OCK: "Think well about what you want. When the time comes, we will ALL get what we want... and much MORE."

SANDMAN: "Quit speaking in riddles, Ock! WHO are you working with? And WHAT exactly is this job?"

Doc Ock smiles in response.

OCK: "Very well. Allow me to fill you in on the details of our proposal."

* * *

Elsewhere, an apartment building stands at the eastern side of Harlem. Judging by the boarded-up windows, dim paint on the walls and bullet holes in the front door, it's not exactly the safest place to live.

* * *

Inside her apartment, Delilah is in a sports bra, short shorts, socks and sneakers. She is lying on her back on a workout bench and is lifting 5000 pound weights. The apartment is mostly bare, with only a small flat-screen TV, a chair, a refrigerator and a cell phone in a charger on the lamp table to Delilah's right.

DELILAH (thinking): "This ain't fair! I used to be a big-time assassin, the brawn to the Rose's brains! But ever since I stopped working for Fujikawa, not one offer has come up! I ask for work, and people ask who I am! I mean, I used to date the freakin' Scorpion, for crying out loud!"

Delilah sits up and she sets down her weights.

DELILAH (thinking): "It's like, ever since I've come back to New York for L.A., people have forgotten I even EXIST!"

Delilah wipes her face with her towel and she hears a KNOCK KNOCK on the door.

DELILAH (thinking): "Great. At least my landlord remembers that I exist."

Delilah puts her towel around her neck with her left hand and walks to the door as there is another KNOCK KNOCK from the outside.

DELILAH: "Okay, okay, I'm comin'."

Delilah walks to the door and she grabs the door knob.

DELILAH: "The rent isn't due till next Friday, y' kn-"

As the door opens, she sees that standing outside is the Rose, his hands behind his back and wearing his trademark leather mask. A red rose is in his pocket. The only part of his real face that's visible are his blue eyes.

ROSE: "Expecting someone else?"

Delilah quickly, angrily grabs the Rose by his collar with both hands and she lifts him up two feet off the ground. Clearly he's the last person she wanted to see at the door.

DELILAH: "Conover? You've got a LOT of nerve showing up here after you let me rot in prison!"

ROSE: "I believe you have me mistaken for SOMEONE ELSE, my dear. I am the Rose, but I'm certainly NOT Conover. And I can see that my predecessor was a fool for wasting such beauty and talent like yours."

DELILAH: "If you aren't Conover, then what do you want?"

The Rose offers her the red rose from his pocket.

ROSE: "I want what your old boss had - I want you at my side. I want to make you a SOMEBODY again."

Delilah eyes the Rose firmly. He reaches into his coat pocket.

DELILAH: "This some kind of sick joke?"

ROSE: "Allow me to prove it. May I?"

Rose pulls out a handful of money. There are thousands of dollars tied together in rubber bands.

ROSE: "A lady of your talents will be handsomely rewarded to be working for me. How would you like to trade having a meager apartment and a fridge full of beer and frozen pizza to relaxing in a penthouse with champagne and caviar? All I ask in return is for a loyal bodyguard and confidant, and I can't think of anyone better for the job."

Delilah smirks at the Rose, amused. His offer sure was tempting after rotting in prison for all those months.

DELILAH: "I'll hear you out. But if you want what the OLD Rose had, you need to give me the one thing up front that he didn't give me: your REAL FACE."

* * *

In front of the Bank of Manhattan, Ben, in his Spider-Man suit, is still fighting with the Rhino. Spidey flips away as Rhino tosses a car at him.

SPIDER-MAN (thinking): "This is nuts! I've got to get Rhino away from these people before someone gets killed!"

Spider-Man lands on the roof of a parked taxi and he creates a web net with both hands that catches the thrown car while it's in mid-air.

SPIDER-MAN: "Leave these people alone, Rhino! They're innocent!"

Rhino glares at Spider-Man in anger. That remark clearly struck a nerve.

RHINO: "Oksana was innocent. I cared for her."

Spider-Man leaps away as Rhino charges at him. Rhino smashes into the taxi, demolishing it upon impact.

RHINO: "I care NOTHING for THEM!"

SPIDER-MAN: "Yeah, I can tell."

Spider-Man fires a web and he swings up into the air, higher and higher out of Rhino's reach.

SPIDER-MAN: "But I'm not going to let you hurt any of these people! You want to hurt somebody? Come and get me!"

RHINO: "You are NOT the Spider-Man I came here to kill-"

Rhino looks up at Spider-Man, letting out an evil smile.

RHINO (cont'd): "- but for now, you will suffice!"

Spider-Man swings away, heading off into the city and the Rhino charges after him.

SPIDER-MAN: "Aw, I KNEW you cared after all! Catch me if you can, you big lug!"

SPIDER-MAN (thinking): "I haven't fought Rhino as much as Pete has, but he's a lot different than the last time I faced him. Y' know, aside from the whole UNDEAD thing!"

Spider-Man taps his right hand's middle and ring fingers to his palm, shooting a new web out with a THWIP! He continues to swing away, with the Rhino running after him. He keeps his eyes ahead as he pushes aside two parked cars without looking at them, sending them rolling over and away.

SPIDER-MAN (thinking): "I've never seen him so angry, so... heartbroken. I've got to find a safe location to lure him to, keep him from hurting anyone..."

Rhino continues charging forward and he lets out an angry scowl.

SPIDER-MAN (thinking): "... including me!"

* * *

Back in Times Square, Scarlet Spider continues fighting with Demogoblin. He swings over the streets, heading for a nearby building.

SCARLET SPIDER: "If you want to continue this fight, let's do it away from the very innocent people you claim to protect!"

DEMOGOBLIN: "I NEVER harmed any person in my attempt to lure out Spider-Man! It was simply property damage!"

Scarlet Spider shoots a web at the building and he swings to the rooftop.

DEMOGOBLIN: "YOU, however, are NOT innocent! I have no problem with killing you!"

SCARLET SPIDER: "As I told you, I've CHANGED since then!"

Scarlet Spider gets onto the rooftop and he turns to see Demogoblin flying nearby on his glider.

SCARLET SPIDER: "I would expect that YOU would've understood what it's like to seek REDEMPTION!"

Demogoblin tosses down three fiery pumpkin bombs at Scarlet Spider, but he quickly dodges them.

DEMOGOBLIN: "Whether you're innocent or guilty, it doesn't matter! You're still in the way-"

BOOM! BOOM! BOOM! Scarlet Spider leaps away and as the bombs hit the rooftop, they create fairly-large explosions.

DEMOGOBLIN: "- and I will NOT be denied MY chance of redemption by the likes of YOU!"

As Scarlet Spider's spider-sense goes off, Demogoblin throws another pumpkin bomb and it explodes about a dozen feet in front of Scarlet Spider.

DEMOGOBLIN: "HAH!"

SCARLET SPIDER: "UGH!"

The force of the explosion has knocked Scarlet Spider to the ground and he clutches his stomach. Blood oozes out from the gash on his stomach.

SCARLET SPIDER (thinking): "This guy's tougher than I thought. But I can't let him get away. Peter's counting on me, on us."

Demogoblin smiles as the wounded Scarlet Spider gets up to his feet, clutching his stomach with his left hand. Blood starts to drip out from between his fingers.

DEMOGOBLIN: "I see you're in pain, imposter..."

Scarlet Spider leaps away as Demogoblin tosses another fiery bomb at him.

DEMOGOBLIN: "Allow me to END your suffering!"

* * *

Inside the Construction Center's storage room, Smythe looks over with a small smirk as the northern wall slides open. The Mark VII Spider-Slayer flies into the room, armed with its past weaponry - laser blasters, spider-whips and extendable claws.

SMYTHE: "Remember this, Miss Watson? This was the very first Spider-Slayer that I'd ever sent against Spider-Man. The very one I captured you and your beloved aunt with."

Smythe looks at the Spider-Slayer with a smile and he puts a hand on one of its claws with pride.

SMYTHE: "I'm rather fond of these old models I've reconstructed. Almost like old friends. I've since put this one on auto-pilot with new artificial intelligence and upgrades."

Smythe looks over at Mary Jane, who glares at him.

SMYTHE: "You can avoid finding out what kind of improvements have been made if you simply come clean and tell me if you have a more personal relationship with Spider-Man."

MARY JANE: "There's nothing to say."

SMYTHE: "Very well. But do remember..."

Smythe looks over at her with an evil smile, narrowing his eyes.

SMYTHE (cont'd): "... I DID give you the chance to do this the EASY WAY."

The Spider-Slayer flies over to Mary Jane and she looks at it firmly. It'd been years since she'd last seen it, but it looked more threatening than it did before.

The Slayer extends one of its thin steel whips to Mary Jane and it smacks her across her back with a SMACK! The impact tears her shirt and draws blood.

MARY JANE: "Ohh!"

The Slayer's whip strikes Mary Jane's back again, making another long, thin slash across her skin. The hit knocks the wind out of her and she shuts her eyes tight.

MARY JANE: "Uhh!"

* * *

Back in limbo, Madame Web has her head down and she is holding the side of her head.

MADAME WEB: "No..."

Madame Web lowers her hand and sets it on the arm of her life-support chair. She looks a bit unnerved by what she's seen.

MADAME WEB: "The present is starting to change. The Scarlet Spider is wounded... Mary Jane is being tortured... "

A woman's right hand is set down on Madame Web's shoulder from behind. The woman's hand is covered by a long white glove.

MADAME WEB: "Someone is trying to change the present course of events."

WOMAN: "Then we'll stop them. Whoever's doing this will be sorry they ever messed with us."

Madame Web puts her hand on the gloved hand that's set on her shoulder. Madame Web smiles, pleased by what she's heard.

MADAME WEB: "It's good to hear you up and about, my dear. I trust you've made a full recovery?"

WOMAN: "I have, thanks to your new friend."

Julia Carpenter stands behind Madame Web's life-support chair. She is dressed in her black-and-white Spider-Woman costume, though she's holding her mask in her left hand. Julia smiles as she looks at Madame Web, her vision restored.

MADAME WEB: "Then I believe it's almost time for your comeback, my dear."

* * *

In the Helicarrier, Nick Fury Jr. walks out of an elevator with Valkyrie and they walk down a hallway.

FURY JR.: "Is Miss Brant still here?"

VALKYRIE: "Nay. She returned to her apartment ten minutes ago."

Fury and Valkyrie walk down the hallway, moving towards the clinic.

VALKYRIE: "Is Flash permitted to have visitors again?"

FURY: "What do you mean, 'again?'"

VALKYRIE: "The doctor asked us to leave so that he could check on Flash's condition."

Fury suddenly stops and he looks at Valkyrie, upset.

FURY: "We DIDN'T SEND a doctor to check on Thompson."

* * *

In the Helicarrier's clinic, Flash is asleep on his bed, tucked in under his blanket.

Flash's eyes start to open, waking up, and he looks groggy. He smiles and his arms shake a little.

FLASH: "Uhh... Heh... Heh-heh... Hey, what're you doing, guys? That..."

Flash looks down and he notices a white symbiote is stuck onto his fingertips. The symbiote is quickly going down his arms, looking like it's bleeding down over his skin.

FLASH: "... tickles?"

Flash looks down and he notices the white symbiote is also over his legs, simultaneously down up his arms and up his legs, rising up past his thighs.

FLASH: "What the...?"

Flash tries to pull the symbiote off his leg with both hands, but the symbiote half that's gone up his legs has reached his stomach.

FLASH: "Hey - AAH!"

* * *

Back in the hallway, Valkyrie and Fury turn around and they look at the clinic as...

FLASH: "AAAAAHH!"

Valkyrie and Fury run down the hallway to the clinic door.

FURY: "Thompson! We're coming!"

* * *

The door swings open and Valkyrie and Fury enter the room. As they rush in, the two heroes look at Flash in shock.

VALKYRIE: "Flash?"

FLASH: "Valkyrie? Could somebody please tell me..."

Flash looks down at his body. His white symbiote now looks like a negative version of his Venom suit: what was black is now white and vice-versa. Flash is now the new Anti-Venom.

FLASH/ANTI-VENOM: "... what just happened?"

* * *

Back in the city, Spider-Man has dropped onto a rooftop and is throwing off the last of the Mini-Slayers that was crawling around him.

SPIDER-MAN: "Finally! Smythe's never heard of a little thing called 'too close for comfort'?"

Spider-Man fires a web and he leaps to his left towards Firestar. She is shooting flames at the Scorpion Slayer to her left and the Black Widow Slayer to her right simultaneously.

SPIDER-MAN: "Hey, Firestar! Need a hand?"

FIRESTAR: "The thought crossed my mind, Spidey!"

Spider-Man swings ahead and he tackles Black Widow out of the air.

SPIDER-MAN: "Let's even the odds a bit, shall we?"

Spider-Man and the Black Widow Slayer drop onto a rooftop nearby, but both land on their feet.

SPIDER-MAN (thinking): "Man, I barely took this thing down! This Black Widow Slayer is tougher than Smythe made it before-"

The Black Widow quickly crawls to Spider-Man, but he moves aside.

SPIDER-MAN: "- and he's definitely FASTER than last time!"

The Black Widow turns and scratches Spider-Man's left side with its left front leg, the tip of which is razor sharp. The scratch draws blood, tearing his costume and making a slash across Spidey's side.

SPIDER-MAN: "AGH!"

Meanwhile, Iceman is sliding down his ice slide. While his left hand continues to create the slide, his right is aimed at the Tarantula Spider-Slayer and he's shooting an ice beam at him from his palm. The beam starts to freeze the fire coming from the Slayer's jet engines in its stomach.

ICEMAN: "Let's see if this can slow you down a bit, big guy!"

Despite the ice beam, the jet engines grow hotter and wider with a B-CHOOM! The heat melts the ice blast as it reaches the flames.

Iceman turns and he starts to continue on down his ice slide.

ICEMAN: "Okay... plan B, then."

ICEMAN (thinking): "Yeah... and I'll try plan B as soon as I can think of one! My ice isn't having much of an effect on him at all! I'm going to have to find another way to take this robot down!"

Nearby, Firestar is flying over a rooftop and she dodges the Scorpion Slayer's tail strike and she shoots a fire blast at it.

FIRESTAR: "I don't get it! Your hide should've been melted off by now!"

As Firestar shoots her stream of fire at the Scorpion Slayer, the flames start to extinguish as it hits the Scorpion's hide. There are small cooling unit compartments that have popped up on either side of the Scorpion, near its head.

FIRESTAR: "A cooling system? Oh, grea-"

The Scorpion Slayer shoots a beam from its tail that hits Firestar in the chest and knocks her out of the air.

FIRESTAR: "UHH!"

As Spider-Man flips away, dodging Black Widow's blast of webbing, he looks up to see Firestar falling from the sky.

SPIDER-MAN: "FIRESTAR -"

THWIP! THWIP! Spider-Man shoots webbing from both hands, using them to make a net between the gap of the rooftop he's on and the one across the street. He doesn't notice the Black Widow Slayer's eyes glowing red, flashing like a strobe light.

SPIDER-MAN (cont'd): "- NO!"

Firestar drops down and she lands in the web net with a WHUMP!

SPIDER-MAN: "Gotcha!"

As Firestar looks at Spider-Man, Iceman is approaching them fast on his ice slide, but instead of the Tarantula Slayer chasing after him, Iceman is chasing the Slayer. The Slayer is flying fast towards the rooftop Spider-Man is on.

FIRESTAR: "Thanks for the help, Spidey."

ICEMAN: "Hey, guys, something's wrong! The Tarantula just bolted in the middle of the fight!"

Spider-Man's spider-sense goes off as he watches the other two Slayers fly towards the arriving Tarantula Slayer.

SPIDER-MAN: "Yeah? Well, I think I know why the Slayer came back here, Ice-cube..."

The three Spider-Slayers draw close and start to combine. With one Slayer on top of the other, the Black Widow Slayer is now at the top, the Tarantula is in the middle and the Scorpion Slayer is at the bottom. The middle legs on either side of the Tarantula Slayer have connected under the Scorpion's stomach to keep it locked into place.

SPIDER-MAN (cont'd): "... they're re-grouping!"

With the Slayers combined, Iceman and Firestar get onto the rooftop and stand at either side of Spider-Man. All three heroes see the Slayers have combined.

FIRESTAR: "What now?"

SPIDER-MAN: "These guys want to work together, we've got to do the same. Try to find a weak spot!"

The three heroes quickly dodge as the three Slayers shoot energy beams from their eyes - the Scorpion's eyebeams are orange, while the Tarantula's are purple and the Black Widow's eyebeams are red.

ICEMAN: "YEOW! So much for getting close enough to find a weak spot!"

SPIDER-MAN (thinking): "Great! Now what?"

* * *

Back in the storage room of the Construction Center warehouse, Smythe smiles at Mary Jane, who is out of breath and tired. The Mark VII Slayer just hovers near her, standing by for the next command. Mary Jane has six long, thin slashes that crisscross her back, as well as a slash over her left shoulder, up the right side of her ribcage, one on her left bicep and one on her right thigh, above her knee. Tears well up in Mary Jane's eyes and she grits her teeth.

MARY JANE: "Uhh..."

SMYTHE: "I believe that's enough for now. Once you catch your breath, maybe you'll feel more like opening up, perhaps?"

Mary Jane looks at Smythe, panting and as upset as she is hurt.

Despite the pain, Mary Jane spits angrily at Smythe's direction.

MARY JANE: "Ptu!"

Smythe just smiles, amused by her defiance, and he pushes a button on his laptop. Three screens appear on the laptop, each screen showing the three heroes through the eyes of the combined Slayers.

SMYTHE: "Very well. For now, I think I'll check in and see how my Slayers are holding up."

* * *

Back in the city, while Spider-Man dodges an energy blast from the Scorpion Slayer's tail, Iceman and Firestar are circling around the flying Slayers. Firestar shoots a fiery blast at the Tarantula Slayer, while Iceman shoots an ice blast at the Black Widow, but neither attack has much of an effect on the Slayers.

ICEMAN: "It's no good, Spidey! My ice isn't having any effect on any of them! The Slayers must have some kind of special coating or -"

The Black Widow turns his head to Iceman and it shoots an eyebeam that knocks Iceman aside.

ICEMAN: "AGH!"

Firestar is struck away by one of the Tarantula's legs as the Slayers fly by. The Slayers are looking at, and flying towards, Spider-Man. While Firestar is knocked aside, Spider-Man simultaneously dodges the Black Widow's red eyebeams.

FIRESTAR: "UHH!"

SPIDER-MAN (thinking): "It's ignoring them! These things are coming after their primary target: me! These Slayers are so fast, I can barely-"

The Scorpion Slayer reaches out and grabs Spider-Man in its pincers.

SPIDER-MAN: "UGPH!"

The Slayers fly off with Spider-Man, off the rooftop and into the air. The Scorpion Slayer's pincers squeeze Spider-Man tightly and he struggles to get loose, but can't. The Scorpion Slayer's tail starts to lower towards Spider-Man, preparing to strike.

SPIDER-MAN (thinking): "Grip's too tight! Can't get the pincers off! But I've got to! M.J. is counting on -"

Spider-Man looks skyward as his spider-sense goes off, and a large shadow looms overhead - but the shadow is forming right over the Slayers.

SPIDER-MAN: "Oh boy..."

SMASH! The Hulk drops down from the sky, wearing only his familiar torn purple pants, and as he lands on top of the Black Widow Slayer, his feet smash down into its back.

CRASH! The impact of the Hulk's drop from the sky causes Hulk to fall through all the three Slayers' bodies, finally dropping down from the bottom/belly of the broken Scorpion Slayer. The impact breaks the jet engines off and causes the Slayer to release Spider-Man.

Hulk lands on his feet, crouched, and he makes his hands into fists as he looks up. The Slayers and Spider-Man are both falling from the sky.

ICEMAN: "Quite a mess, big guy."

HULK: "Well, I DO say 'Hulk Smash!'"

Spider-Man fires a web at a rooftop and holds onto it, stopping his fall.

SPIDER-MAN: "Hulk? How'd you know where to -"

VOICE: "Strange sent us."

Spider-Man turns around to see Iron Man nearby. His metal hands glow with a dim blue light that affects every Mini-Slayer, causing each of them to deactivate and drop from the sky.

IRON MAN: "He thought you could use some additional help getting the job done."

SPIDER-MAN: "YATHINKSO?!"

* * *

Inside the warehouse's storage room, Smythe notices his laptop's camera screens have gone out.

SMYTHE: "No! No, no, NO! Should've known Spider-Man's little Avenger teammates would show up sooner or later."

Smythe looks over at Mary Jane firmly. Her head is still down, blood trickles down from her wounds and she's still a little shaky.

SMYTHE: "Fine. If Spider-Man wants to save you so badly, I'll let him perform his little rescue mission and I will take my leave."

Smythe gives Mary Jane an amused smile.

SMYTHE: "But before I go, I will send him a parting message."

* * *

Back in the city, Firestar, Iceman and Spider-Man have joined Dr. Strange and the Hulk in an alley.

FIRESTAR: "Why didn't Strange send you here in the first place?"

IRON MAN: "I would've been here earlier to help but we had to get caught up on what's been going on and I had to get some tech sent out to help Spidey's 'cousins'."

Spider-Man looks ahead as Iron Man uses his boot jets to hover in mid-air.

SPIDER-MAN: "Regardless of the timing, thanks for showing up, guys."

IRON MAN: "It's the least we could do. I'm looking forward to getting some answers out of all of this."

SPIDER-MAN: "Join the club. I'd like to get some answers about what's going on too, Shell-head."

Hulk grabs hold of Spider-Man by the waist and he lifts him up off his feet.

SPIDER-MAN: "Whoa! Something wrong, Hulkster?"

HULK: "You left to save your lady friend. You haven't been able to get to her yet."

Hulk leaps over several rooftops in a single leap, keeping hold of Spider-Man.

HULK: "Allow me to help you finish your task."

After a few leaps, Hulk lands with Spider-Man at the Construction Center warehouse.

SPIDER-MAN: "Thanks for the lift, Hulk. You just saved me a pretty large sum on my web formula budget."

HULK: "She's in there?"

SPIDER-MAN: "Yeah."

As Hulk reaches the warehouse, he punches the door and the impact sends it flying a few dozen feet into the hallway.

HULK: "Then let's get her."

SPIDER-MAN (thinking): "Hang on, M.J. I'm on my way."

* * *

Inside the warehouse, Spider-Man rushes down the hallway, with the Hulk close behind him.

HULK: "Have you been here before?"

SPIDER-MAN: "No."

Spider-Man turns right and he continues down the hallway, with the Hulk catching up to him.

HULK: "Then how do you know where she is?"

SPIDER-MAN (thinking): "Good question. It's strange. I know she's in here, but it's like I know exactly where she is in this place. That she's right over..."

Spider-Man abruptly stops in front of the door to the storage room. His spider-sense instantly goes off as he stops at the doorway.

SPIDER-MAN (thinking): "... here."

SPIDER-MAN: "This must be it. My spider-sense is tingling."

Spider-Man opens the door and he looks inside. But once he looks in, he can only stare in shock and horror.

SPIDER-MAN: (whispers) "Oh God no."

Mary Jane is unconscious, her head is down and several Mini-Slayers are crawling over her body, scratching and biting at her.

SPIDER-MAN: "MARY JANE!"

**a/n: Alistair Smythe first used the Mark VII Slayer to kidnap Mary Jane and her Aunt Anna in "The Amazing Spider-Man" Annual #19 in 1985. The Black Widow, Scorpion and Tarantula Slayers first appeared in "The Amazing Spider-Man", vol. 1, #372, but their combination is based on the "Spider-Man: The Animated Series" episode "Return of the Spider-Slayers".**

**NEXT TIME: What is Alistair Smythe up to now that he's left Mary Jane? What is the new Rose planning? What is Harry Osborn's next move? What did Iron Man work on before arriving to help Spider-Man? And which classic Spidey foe makes his return? Find out the answers in chapter 10: HELPING HAND.**


	10. Chapter 10 - Helping hand

Inside the storage room of the Browne Construction Center, Spider-Man looks on in shock and horror as a few dozen Mini-Slayers crawl over the bound Mary Jane, clawing and biting into her.

SPIDER-MAN: "NO! NO! MARY JANE!"

Spider-Man runs over and immediately starts pulling two of the Slayers off of her.

SPIDER-MAN: "GET OFF OF HER! GET-"

Suddenly, all of the Spider-Slayers stop moving and they drop to the floor, deactivated.

SPIDER-MAN: "- huh?"

Hulk and Spider-Man look at the fallen Mini-Slayers that lie on the ground.

HULK: "Rats. Didn't get to smash them yet."

SPIDER-MAN: "I don't get it. Why did they stop so easily?"

The Slayer in Spider-Man's right hand has a screen in its stomach that switches on, showing the smiling face of Alistair Smythe. From what the screen shows, he is seen sitting inside the Mark VII Slayer.

SMYTHE: "Hello, Spider-Man. By removing the Mini-Slayer, whichever one it was you grabbed, you've activated its viewing screen. They all have them. You arrived just in time to save your friend."

SPIDER-MAN: "I didn't get here soon enough. What the hell did you do to Miss Watson?"

Spider-Man looks at the screen and Smythe smiles at him.

SMYTHE: "I tried to persuade your friend into telling me just how close you two were. You do have a habit of saving her life quite often."

SPIDER-MAN: "She's a friend, Smythe. You want to hurt someone, you should know to leave her alone. I'm the one you hate."

SMYTHE: "That's quite true..."

Smythe leans back in his chair.

SMYTHE: "... but you're not the ONLY ONE that I HATE."

Alistair Smythe pushes an unseen button to switch the screen off.

SMYTHE: "You can take care of your 'friend'. I have other plans to attend to."

SPIDER-MAN: "Smythe, wait-"

CLICK! The viewing screen on the Mini-Slayer turns off, turning to black.

Spider-Man makes his hand into a fist, crushing the Mini-Slayer in his hand with a CRUNCH!

Hulk watches Spider-Man. He grabs Mary Jane's waist gently with his left hand as his right breaks the chains off Mary Jane's shackles.

HULK: "Don't usually see YOU do the smashing, but you do it well."

SPIDER-MAN: "I need to get her to a hospital fast. She needs to be..."

Spider-Man stops as he sees the room change around him. He looks on with shock, and the Hulk is just as shocked.

* * *

Spider-Man sees he's standing in the waiting room of the Midtown hospital's ground floor, still holding onto Mary Jane.

SPIDER-MAN: "Huh. Well, I didn't think we'd get to one THAT quick."

Spider-Man holds Mary Jane in his arms as he runs down a hallway. He sees a group of doctors standing nearby, with two nurses near them.

SPIDER-MAN: "I need a doctor, right away!"

A nurse runs over to grab a gurney as Spider-Man runs to the doctors.

DOCTOR #1: "Spider-Man? Oh my God."

SPIDER-MAN: "Alistair Smythe did this to her. Please help her."

Doctor #2 takes Mary Jane from Spider-Man's arms and a nurse runs back with a gurney.

DOCTOR #2: "Don't worry. We'll take it from here."

Spider-Man watches as Mary Jane is put on the gurney.

SPIDER-MAN (thinking): "Mary Jane... I'm so sorry."

Spider-Man watches as the doctors and nurses push Mary Jane down the hallway.

STRANGE: "Don't worry about Mary Jane. She'll be just fine."

Spider-Man turns to see Doctor Strange's astral form floating next to him.

SPIDER-MAN: "Strange? If you brought us here, why didn't you heal her when you brought us here?"

STRANGE: "I didn't bring you here, Spider-Man. Our new friend did. But don't worry, she WILL be healed in time. Right now, I have more pressing matters to attend to and I need you to wait here."

SPIDER-MAN: "No problem. I'm not leaving Mary Jane's side."

Dr. Strange eyes Spider-Man firmly.

STRANGE: "You'll have to soon. Smythe's going to make his next move and he's going to do it here."

SPIDER-MAN: "Here? Why here?"

Strange's astral form starts to fade away.

STRANGE: "Just stay here and wait for Agent Coulson. He'll fill you in on your next move."

SPIDER-MAN: "Strange, wait! Don't -"

Spider-Man lowers his head, a little frustrated. He's alone.

SPIDER-MAN: "- go."

SPIDER-MAN (thinking): "Great. Why did he leave so quick? None of this makes any sense!"

Agent Coulson walks down the hallway and to Spider-Man's side.

COULSON: "You're just where Strange said you'd be. I need you to follow me, please."

SPIDER-MAN: "Where are we going?"

Coulson smirks, shrugging, as he walks down the hall with Spider-Man.

COULSON: "May Parker is going to stop by to visit her nephew at his hospital bed. I don't think Spider-Man should be here when they visit, do you?"

SPIDER-MAN: "Right. I'll get going."

Spider-Man and Coulson turn to the right and walk down into another hallway together.

SPIDER-MAN: "Any ideas on what's supposed to happen next?"

COULSON: "I wasn't kept in the loop."

SPIDER-MAN: "Welcome to the club, Coulson."

* * *

Meanwhile, the Ben Reilly Spider-Man is swinging over to an old construction center in New York City and towards a building. On the streets below, Rhino is charging after Spider-Man.

BEN/SPIDER-MAN (thinking): "Well, I finally found someplace deserted. Now I just have to figure out how to stop this guy."

Spider-Man sticks to the wall and he looks down at the Rhino. Rhino is grabbing a parked cement truck.

SPIDER-MAN: "Hey, horn-head! What do you say we take a few minutes to catch our breath before-"

Rhino throws the cement truck at Spider-Man, who flips away from it.

SPIDER-MAN: "- Oooo-kay, so you still want to play! Fine with me, big guy!"

The truck smashes through the building wall. Spider-Man continues to flip aside, now a good distance from the large hole in the building wall.

BEN/SPIDER-MAN (thinking): "He's not even tired from chasing after me! He seems as fresh to fight as ever!"

Rhino has picked up a parked car and he throws it at the building.

RHINO: "GET DOWN HERE!"

Spider-Man again dodges and the car smashes through the building wall. Rhino looks up at Spider-Man angrily, his eyes glowing red.

RHINO: "I am tired of these games! Fight me!"

VOICE: "The fight's over, Rhino-"

An electro-magnetic energy field appears over Rhino. War Machine and Ant Man stand nearby and Ant Man is holding the energy field's control device in his hands.

VOICE/WAR MACHINE: "You need a time-out!"

Spider-Man swings down from the building wall to join the two heroes.

SPIDER-MAN: "Huh? War Machine? Ant Man?"

WAR MACHINE: "Iron Man sends his regards. He gave us this little force field to keep Rhino from causing any more damage."

Rhino looks at the heroes with an angry glare.

RHINO: "Do you fools really think you can keep me caged? I'll be back to finish you off later."

Rhino vanishes, teleporting out of the energy field.

SPIDER-MAN: "Hey! He got away!"

ANT MAN: "Good."

Spider-Man looks at Ant Man, puzzled. Ant Man looks at the computer screen of his scanner, which is showing data. War Machine pushes a button on his left glove.

SPIDER-MAN: "What?"

ANT MAN: "That's what we wanted. This force field has a special tracking program stored inside and, now that Rhino's left, we can use it to find any undead super-villains that teleport in and out of the city.

SPIDER-MAN: "So now we have a way of tracking Rhino and his undead super-friends. Nice. Where to now?"

War Machine looks up as a Quinjet flies down towards the three heroes.

WAR MACHINE: "Fury wants you to meet up at SHIELD. Maybe there we can ALL get some ANSWERS."

* * *

Back at Times Square, Demogoblin throws three pumpkin bombs at Scarlet Spider, who manages to flip away and dodge them all.

DEMOGOBLIN: "You're slowing down! Good! You'll be easier to strike this wa-"

Scarlet Spider leaps at Demogoblin and delivers a swift kick to his jaw, knocking him back and off his glider.

DEMOGOBLIN: "UGPH!"

SCARLET SPIDER: "Can you SHUT UP for two measly minutes, Goblin?"

Demogoblin lands on the rooftop, hurt, and Scarlet Spider lands crouched. He is clutching his wounded stomach.

SCARLET SPIDER (thinking): "He's right. I am slowing down. My stomach's not that bad, but this psycho is starting to tire me out."

Demogoblin throws a pumpkin bomb at Scarlet Spider, who dodges it, but it explodes nearby as a large explosion with a KA-BOOM!

SCARLET SPIDER (thinking): "I can't keep this up much longer!"

Demogoblin grabs two more fiery pumpkin bombs and he smiles.

DEMOGOBLIN: "I can keep going. Can you?"

Demogoblin is shot in the back by an arrow which sends an electrical charge through his body.

DEMOGOBLIN: "AAAGGHH!"

As Demogoblin lands on all fours, Hawkeye and Captain America are a few dozen feet away from him on the rooftop. Hawkeye reaches for another arrow as Scarlet Spider notices them.

CAPTAIN AMERICA: "Keep away from him."

DEMOGOBLIN: "So you brought back-up."

Demogoblin looks at Scarlet Spider and his eyes glow red.

DEMOGOBLIN: "It does not matter. I need to find my REAL target anyway."

Scarlet Spider gets to his feet as Hawkeye and Captain America approach him.

SCARLET SPIDER: "He got away."

HAWKEYE: "Don't worry about that. That arrow I hit him with planted a scanner on him that's wired to the Quinjet's computer."

Hawkeye smirks as he stands near Scarlet Spider. Captain America pushes a button on his belt buckle and it lets out an audible CLICK!

HAWKEYE: "If the scan was successful, we'll have a proper read-out and we can track him down when he shows up again."

CAPTAIN AMERICA: "But first we need to get you taken care of. We have a medical kit inside."

An Avengers Quinjet hovers down from above and prepares to park on the roof, several feet away from the heroes. A shadow of a crouched person is seen on the floor of the rooftop from the eastern side.

HAWKEYE: "Your buddy Ben is on his way to the Helicarrier. We'll take you there to get patched up and get you caught up on what's happened."

VOICE: "Pardon me, boys, but -"

Hawkeye, Cap and Scarlet Spider turn to the eastern side of the rooftop. Julia Carpenter, fully-dressed as Spider-Woman, is crouched on top of the doorway that leads into the building.

VOICE/SPIDER-WOMAN: "- I think I can fill you in on a couple of things."

* * *

In the living room of the Watson home, Anna sits on her chair, looking nervous. May and Jameson Sr. are standing nearby, watching her in concern.

MAY: "Anna dear, you really should get some rest. Maybe I could make you some food or..."

ANNA: "No. Thank you, May, but I just can't. Not now."

Jameson Sr. sets his hand on Anna's shoulder to comfort her.

JAMESON SR.: "I know you're worried about Mary Jane. We all are. She's a great girl. But you haven't slept. You need to lie down and..."

Anna looks down as her cell phone rings.

ANNA: "Wait."

Anna holds her cell phone to her ear.

ANNA: "Hello? Yes, this is Mrs. Watson."

Anna lets out a smile, relieved by what she's heard.

ANNA: "They did? Where is she?"

Anna frowns in response to what she's heard.

ANNA: (whispers) "Omigod."

* * *

A large apartment complex stands in the Upper West Side.

VOICE: "So? What do you think?"

* * *

Arthur Stacy walks inside a large, mostly bare apartment and he's carrying a moving box in his hands. Several boxes occupy the room and Jill is inside the living room, setting down a box near the couch.

ARTHUR: "It's a very nice place, Jill. What does Paul think of it?"

JILL: "He hasn't come by yet. Said he's been busy at his new job. Have you found out anything about what happened to Mary Jane?"

Arthur shakes his head as he sets down a large box on the floor, a few feet away from the open doorway. The number on the door reads 116.

ARTHUR: "All I know is that Spider-Man took her to the hospital and she's been treated for some kind of injuries that Alistair Smythe gave her. I'll let you know when I find out anything new."

JILL: "I should drop by and visit them. Peter and Mary Jane have always been such good friends of ours."

ARTHUR: "I don't know if they'll let us see Mary Jane, but Peter should have visitors come by to see him by now."

Arthur looks down as his cell phone rings.

ARTHUR: "Sorry, sweetie. I'll be with you in a second."

JILL: "It's okay. Go ahead."

Arthur holds his cell phone to his ear as Jill walks out of the doorway to pick up another box that's set in the hallway.

ARTHUR: "Hello? Yes, this is Arthur Stacy."

Arthur looks grim at what he hears.

ARTHUR: "Oh no."

* * *

Mary Jane awakens, lying on her stomach on the floor of the Construction Center's storage room.

MARY JANE: "Ohh..."

Mary Jane sits up and looks around, rubbing the back of her neck.

MARY JANE: "What happened?"

VOICE: "Mary Jane!"

Mary Jane looks at the side wall, seeing that Spider-Man is pinned to the wall by webbing. The webbing covers his arms, his wrists, his hands, his knees and his ankles.

MARY JANE: "Peter? Oh my God! I'll get you loose!"

SPIDER-MAN: "NO! Mary Jane, run! Please! They'll get you too!"

MARY JANE: "They who?"

Mary Jane turns around and she looks shocked and scared as a web shoots down from above and wraps around her.

MARY JANE: "What are you -" (whispers) "Oh, no!"

VOICE: "Look what we've caught in our web -"

Mary Jane sees a small army of Spider-Man's worst enemies charging at them - Electro, Mysterio, Rhino, Hobgoblin, Kraven the Hunter, the Vulture, Tombstone, Puma and Hydro-Man. Venom (Eddie Brock) is with them, hanging from a web-rope and he has trapped Mary Jane against the wall in a web of her own.

VOICE/VENOM: "- and you can serve as our witness to the death of Spider-Man!"

MARY JANE: "No!"

The Lizard, the Vulture, Puma, Rhino and the Hobgoblin reach out to attack Spider-Man.

MARY JANE: "NO! PETER! NOOOOO!"

* * *

Mary Jane awakens from her nightmare, wearing a hospital gown and tucked under a blanket in a hospital bed. She sits up.

MARY JANE: "NO!"

Mary Jane looks to her right, finding it was all just a bad dream. She's in the same Midtown hospital room Peter was in. Peter, now in a hospital gown of his own, is seated by her bed and he gently puts his hand on her right wrist.

PETER: "Mary Jane! It's okay. I'm here."

MARY JANE: "Peter."

Peter looks at her in concern as Mary Jane quickly looks down.

PETER: "It's all right. It was just a bad dream. Nightmares are common after torture. Trust me, I speak from experience."

Mary Jane tilts her head up a little, but still doesn't look at Peter.

MARY JANE: "Smythe. Did you catch him?"

PETER: "He was gone when the Hulk and I got there. I was a bit more concerned with the dozens of Mini-Slayers that were trying to eat you alive at the time than following after him."

MARY JANE: "Thanks for saving me."

Peter looks at her, confused.

PETER: "Are you all right?"

MARY JANE: "Not really. I WAS just tortured. You said so yourself."

PETER: "That's not what I mean."

Peter looks at Mary Jane.

PETER: "Mary Jane... why won't you look at me?"

Mary Jane closes her eyes as she lowers her head.

Mary Jane looks upset as she speaks.

MARY JANE: "Why didn't I know? How could I have been so damn stupid all those months?"

Peter looks at Mary Jane in concern. She's mad at herself.

MARY JANE: "He wasn't you, Peter. He looked like you. But he didn't ACT like you. He didn't SOUND like you. He was rude, condescending, arrogant..."

Mary Jane keeps her head down, her upset look changing to one of sadness.

MARY JANE: "... and I FELL FOR IT. I didn't even catch on that something was wrong with you. When I confessed my love for you, when I kissed you, when I was with you... it was really HIM."

She can't hold it back. Tears roll down her cheeks.

MARY JANE: "Peter, I'm sorry. I'm so sorry. I feel terrible. What Smythe did to me, that pain - that's NOTHING compared to this. Please, say you forgive me. Please, Peter. I -"

PETER: "Stop."

Peter looks at her softly, reassuringly.

PETER: "Stop."

Mary Jane shuts her eyes, trying not to look sad.

MARY JANE: "I'm so sorry, Peter. I wish I-"

PETER: "Don't. Look at me, M.J. Please, look at me. And listen."

Mary Jane opens her eyes, but she still looks down.

Mary Jane lifts her head up and she finally looks Peter in the eyes.

Peter looks at Mary Jane in concern. He gives her a sad smile.

PETER: "M.J., there's nothing to forgive. He had EVERYONE fooled that he was really me. Hell, TELEPATHS should've been able to figure out something was wrong with him by now. But this is me. It's really ME."

Peter holds Mary Jane's hand, still looking her in the eyes.

PETER: "We're going to fix this, M.J. I'M going to fix this. I'm going to earn back everyone's trust and prove to everyone that this really is PETER PARKER, NOT Otto Octavius."

Peter leans a little closer, noticing Mary Jane is looking a little less sad than a few moments before.

PETER: "And before I end this little rant of mine, I just need you to say the one thing I've wanted to say since I came back from the dead -"

Peter smiles at her.

PETER: "- I LOVE YOU TOO, MARY JANE WATSON."

Mary Jane looks at Peter, forcing a smile. He frowns, knowing that look on her face too well.

PETER (thinking): "That ashamed look on her face, that sad smile... I hate seeing her like this. I hate what she had to go through... what EVERYONE had to go through. But that look in her eyes..."

Peter gently squeezes Mary Jane's hand.

PETER (thinking): "Say it again, Parker. Say it again. You can never say it too many times. TELL HER."

Peter gives her a warm smile.

PETER: "I love you, M.J. I've ALWAYS loved you. And I always WILL."

Peter leans closer to Mary Jane as she gives him a soft smile.

MARY JANE: (whispers) "I love you too."

They close their eyes as they kiss.

While kissing, Peter and Mary Jane's eyes suddenly fly wide open as -

VOICE: "Ahem."

Peter and Mary Jane look at the open doorway. Agent Coulson stands in the doorway, giving them an awkward smile.

VOICE/COULSON: "I hate to interrupt, but your aunts are on their way up here to visit the both of you. Peter, you need to get back to bed..."

Coulson smirks at Peter as he gets off Mary Jane's bed and walks back to his own.

COULSON: "... and wipe that lipstick off. You're supposed to be hurt and bedridden for the time being."

As Peter sits on his bed, he grabs a tissue from a Kleenex box beside his bed.

PETER: "I don't get it. Strange patched me up and yet he hasn't healed M.J. yet. Do you know where he went to?"

COULSON: "Strange is busy. That's all I know."

PETER: "That's still more than I knew."

Peter tucks himself into bed with his left hand, while his right wipes the lipstick off his face.

COULSON: "Well, there's something else you need to know. When Hawkeye and Captain America helped Kaine chase Demogoblin away, our missing friend Julia Carpenter met up with them."

PETER: "Arachne? Is she all right?"

COULSON: "She's gone back to being called Spider-Woman now and she's doing fine. Not only can she see again..."

Coulson looks at Peter sternly.

COULSON: "... she's going to give us all some ANSWERS."

* * *

In his private jet, Norman Osborn is seated and looking at his laptop set in his lap. A bodyguard sits behind him.

BODYGUARD: "We have everything set up when you return, Mr. Os-"

NORMAN: "Silence! I said no interruptions while I'm working!"

Norman watches the footage on the laptop, which shows a still photo of Peter Parker in his hospital bed.

Norman looks at the laptop, upset.

NORMAN: "How did he come back?" (whispers) "How?"

Norman starts to vanish in a flash of white light.

NORMAN: "What?"

BODYGUARD: "Mr. Osborn!"

* * *

Norman is now on his feet, standing inside the office of a familiar warehouse in New York.

NORMAN: "Where am I? What the hell is going on?"

VOICE: "We can explain that..."

Norman Osborn turns around to see the Enforcers are standing nearby, waiting for him. Montana stands by Ox, who is cracking his knuckles, and Fancy Dan stands in front of them, with his arms folded over his chest. It's Fancy Dan who was speaking.

VOICE/FANCY DAN: "Hello, Norman. It's been a long time. I think it's time we had a little talk about our common enemy."

* * *

Back in Europe, in apartment 213, the mother and father of the little girl are in the living room. The Mother is seated on the couch, gently rocking Stanley in her arms. The Father hands her a bottle.

MOTHER: "Thank you. Is she home yet?"

FATHER: "Not yet. She'll be home in ten minutes."

The Mother looks up at her husband with a soft smile as she takes the bottle.

MOTHER: "I can't believe how fortunate we are to have another child."

There is a KNOCK KNOCK on the door. The Mother and Father look at the front door as the Mother gives Stanley his bottle.

MOTHER: "Who could that be?"

FATHER: "Don't worry. Maybe our little angel came home early."

There is another KNOCK KNOCK from the other side of the door and the Father turns the door knob.

FATHER: "I'm coming."

The Father opens the door and looks outside at the man in the hallway.

FATHER: "Can I help you?"

MAN: "My name is Harry Osborn..."

The man is Harry Osborn, now in a jacket over his green shirt, jeans, socks and shoes. He holds up a photo of himself and baby Stanley.

MAN/HARRY: "... and I am here to take back my SON."

* * *

Inside the Daily Bugle, Joe Robertson is seated behind his desk and he's looking at a news story on his laptop. Ben Urich stands in front of Robbie's desk.

BEN: "Have you heard anything about Phil yet?"

ROBBIE: "Not a thing. We haven't had any leads on his whereabouts since he left to cover that story in Philadelphia two weeks ago. The police said they'd call us if there's an update."

Robbie looks up from his laptop as he eyes Ben.

BEN: "What about Betty and Parker? Any word on how they're doing?"

ROBBIE: "Betty's on her way to the Bugle now. Peter's still in the hospital recovering from his injuries. Jonah's visiting him now."

BEN: "I can't believe he's actually alive. I'm used to seeing super-heroes popping up back from the dead every other week. But when it's someone you know, an ordinary guy..."

Ben looks down as his cell phone rings.

BEN: "Sorry, Robbie. Just a..."

Ben notices the phone number on his cell phone and he looks shocked.

BEN: "Oh my God. It's Phil."

Ben holds his cell phone to his ear, looking shocked. Robbie gives him a concerned look.

BEN: "Phil! Are you all right? Where've you been?"

PHIL (on the phone): "Uncle Ben..."

* * *

In an unknown location's storage room, Phil is seated behind some crates, hiding. His Hobgoblin outfit is torn and shredded, with bloody cuts on his arms, left leg and abdomen visible through the tears. His mask is off and held in his left hand, while his right holds his cell phone to his ear.

PHIL: "... help me."

* * *

In his new skyscraper headquarters, Kingpin sits behind his desk in his office. Smythe is across the room in his wheelchair, wearing a headset and working on his laptop.

KINGPIN: "Have you made contact with my newest recruit?"

SMYTHE: "I've informed him of his instructions. He's on his way over to the next target."

Kingpin looks at Smythe, who keeps his eyes on the screen as he types on his laptop.

KINGPIN: "And what about your latest project?"

SMYTHE: "Construction is almost complete. We can start the next phase in five minutes."

Kingpin smiles, amused, as Smythe taps his headset.

KINGPIN: "Excellent. I'm curious you let the Watson woman live, given your past history."

SMYTHE: "Of course I spared her. I find LIVE BAIT to be much more effective to lure out the next target. Speaking of which..."

Smythe looks at the headset, which shows the blueprint of the Mark I Spider-Slayer.

SMYTHE: "Have the Jamesons made it to the hospital yet?"

* * *

A mystery man stands on a rooftop across the street from the Midtown Hospital. He is in the shadows, unseen clearly, but from what is seen of him he is crouched and looking down at a taxi cab parked in front of the Hospital. May Parker, Anna Watson and Jameson Sr. have just left the cab.

MAN: "Their taxi just got here. They're on their way inside. Jonah isn't with them, though."

SMYTHE (on headset): "I tapped his office and heard on his cell phone he's on his way over. He should be there in a few minutes."

The mystery man looks at the hospital, but what little seen of his face shows he has an evil grin on his face.

MAN: "Excellent. Want me to rip out Jameson's spine for you once he gets here?"

SMYTHE (on headset): "Not just yet. Wait until he joins the others in Parker's hospital room first. That way, you can take them out all at once."

The mystery man is the Scorpion, who is perched on a rooftop across the street from the hospital. Scorpion is clad in his classic green suit and his tail has a lone spike at the end. His missing jaw has been replaced with a green metallic one.

MAN/SCORPION: "With pleasure."

**NEXT TIME: It's Spider-Man versus the Scorpion and the lives of Peter's loved ones hang in the balance. But who will be caught in the crossfire? Which super hero, or super heroes, will pop up to help Spidey? What happens next with Ben Reilly and Kaine? What is the Rose up to? And where are the Sinister Six now that they've reunited? Answers will be given and new questions will be raised in chapter 11: TIME OF DEATH.**


End file.
